Common use of The Collateral Agent Clause in Contracts

The Collateral Agent. By accepting a Note, each Holder is deemed to have irrevocably appointed the Collateral Agent to act as its agent under the Security Documents and irrevocably authorized the Collateral Agent to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Security Documents or other documents to which it is a party, together with any other incidental rights, powers and discretions, and (ii) execute each document expressed to be executed by the Collateral Agent on its behalf. The Collateral Agent will have no duties or obligations except those expressly set forth in the Security Documents to which it is party; provided that no provision of this Indenture shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconduct. Notwithstanding the generality of the foregoing: (a) The duties and obligations of the Collateral Agent shall be determined solely by the express provisions of this Indenture and the Collateral Agent shall not be liable to any party hereto or to any Security Document to which it is a party by reason of any failure on the part of any other party hereto or any maker, guarantor, endorser or other signatory of any document or any other Person to perform such Person’s obligations under any such document. (b) The Collateral Agent shall not be responsible in any manner for the validity, enforceability or sufficiency of this Indenture, the Security Documents or any Collateral delivered under the Security Documents, or for the value or collectability of any Notes, Pari Passu Indebtedness covered by the Security Documents or other instrument, if any, so delivered, or for any representations made or obligations assumed by any party other than the Collateral Agent. The Collateral Agent shall not be bound to examine or inquire into or be liable for any defect or failure in the right or title of the Grantors to all or any of the assets whether such defect or failure was known to the Collateral Agent or might have been discovered upon examination or inquiry and whether capable of remedy or not.

The Collateral Agent. By accepting a Note9.1. GLAS Trust Company LLC is executing this Security Agreement, each Holder not in its individual capacity but solely in its capacity as Collateral Agent under that certain Indenture dated as of February 19, 2025. GLAS Trust Company LLC has been appointed Collateral Agent for the Secured Parties hereunder pursuant to Section 10.7 of the Indenture. It is deemed expressly understood and agreed by the parties to have irrevocably appointed this Security Agreement that any authority conferred upon the Collateral Agent hereunder is subject to act as its agent under the Security Documents and irrevocably authorized terms of the delegation of authority made by the Secured Parties to the Collateral Agent pursuant to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Security Documents or other documents to which it is a party, together with any other incidental rights, powers and discretionsIndenture, and (ii) execute each document expressed to be executed by that the Collateral Agent on its behalf. The has agreed to act (and any successor Collateral Agent will have no duties or obligations except those expressly set forth shall act) as such hereunder only on the express conditions contained in the Security Documents to which it is party; provided that no provision of this Indenture shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconduct. Notwithstanding the generality Article VII of the foregoing: (a) The duties and obligations of Indenture. In acting hereunder, the Collateral Agent shall be determined solely by entitled to all the express provisions rights, powers, protections, immunities, and indemnities under the Indenture as if the same were set forth herein, mutatis mutandis and shall survive any termination of this Indenture Security Agreement. The permissive rights, benefits and powers granted to the Collateral Agent hereunder shall not be liable to any party hereto or to any Security Document to which it is a party by reason construed as duties. All discretionary acts hereunder (including the exercise of any failure on remedies) shall be taken by the part Collateral Agent pursuant to the terms of the Indenture and at the written direction of the Holders of a majority in aggregate principal amount of the Notes then outstanding. The Collateral Agent shall be entitled to exercise its rights, powers and duties hereunder through agents, experts or designees and shall not be responsible for the acts of any other party hereto or any maker, guarantor, endorser or other signatory of any document or any other Person to perform such Person’s obligations under any such documentparties appointed with due care. (b) 9.2. The Collateral Agent shall not be responsible in any manner whatsoever for and makes no representation as to the validity, enforceability validity or sufficiency of this IndentureSecurity Agreement or for or in respect of the recitals contained herein, all of which recitals are made solely by the applicable Grantor. 9.3. The powers conferred on the Collateral Agent hereunder are solely to protect its security interest in the Collateral. Notwithstanding any provision contained in this Security Agreement, the Security Documents Collateral Agent shall have no duty to exercise any of the rights, privileges or powers afforded to it hereunder and shall not be responsible to any Grantor or any Collateral delivered under the Security Documents, other Person for any failure to do so or delay in doing so. Except for the value or collectability exercise of reasonable care in the custody of any NotesCollateral in its possession and the accounting for moneys actually received by it hereunder, Pari Passu Indebtedness covered by the Security Documents Collateral Agent shall have no duty or liability as to any Collateral or as to the taking of any necessary steps to exercise or preserve any rights against prior parties or any other instrumentrights, privileges or powers pertaining to any Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of Collateral in its possession if anysuch Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property. Neither the Collateral Agent nor any of its directors, so deliveredofficers, employees or agents shall be liable for failure to demand, collect or realize upon all or any part of the Collateral or for any representations made delay in doing so or obligations assumed by shall be under any party other than obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or otherwise. If any Grantor fails to perform any agreement contained herein, the Collateral AgentAgent may itself perform, or cause performance of, such agreement, and the expenses of the Collateral Agent incurred in connection therewith shall be payable by each Grantor under Section 7.7 of the Indenture. 9.4. The Collateral Agent shall not be bound responsible for or make any representation as to examine the existence, genuineness, value or inquire into protection of any Collateral, for the legality, effectiveness or sufficiency of any Security Document, or for the creation, perfection, priority, sufficiency or protection of any Liens. The Collateral Agent shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting, monitoring or maintaining the perfection of any Lien or security interest in the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise maintaining the Collateral. It is expressly agreed, to the maximum extent permitted by applicable law, that the Collateral Agent shall have no responsibility for taking any action to protect against any diminution in value of the Collateral, but, in each case (A) subject to the requirement that the Collateral Agent may not act or omit to take any action if such act or omission would constitute gross negligence or willful misconduct and (B) the Collateral Agent may do so and all expenses reasonably incurred in connection therewith shall be part of the Secured Obligations. 9.5. Nothing in this Security Agreement constitutes the Collateral Agent as an agent, trustee or fiduciary of the Company or any Grantor or as trustee or fiduciary for the Noteholders under the Indenture. The duties of the Collateral Agent under this Security Agreement and the other Security Documents are solely mechanical and administrative in nature. The relationship between the Collateral Agent and the Noteholders is that of principal and agent only. The Collateral Agent is not responsible or liable for the adequacy, accuracy or completeness of any defect information (whether oral or failure written) supplied by the Company, any Grantor or any other Person in or in connection with the Indenture, this Security Agreement or any Security Document or the transactions contemplated herein or therein or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with the Indenture, this Security Agreement or any other Security Document. 9.6. In the event that the Collateral Agent holds a mortgage on real property, and is directed by the Holders of a majority in aggregate principal amount of the Notes then outstanding to foreclose on that mortgage and the Collateral Agent reasonably believes the real property to have associated environmental liabilities, the Collateral Agent reserves the right or title to not take such foreclosure action until it has received indemnity acceptable to it. 9.7. No provision of this Security Agreement, the Grantors to all Indenture or any of the assets whether such defect or failure was known to other Security Documents shall require the Collateral Agent to expend or might risk its own funds or otherwise incur any financial liability in the performance of any of its duties under this Security Agreement, the Indenture or any of the other Security Documents or the exercise of any of its rights or powers. If it shall have been discovered upon examination reasonable grounds for believing that repayment of such funds or inquiry and whether capable adequate indemnity against such risk or liability including an advance of remedy moneys necessary to perform work or notto take the action requested is not reasonably assured to it, the Collateral Agent may decline to act unless it receives indemnity satisfactory to it in its sole discretion, including an advance of moneys necessary to take the action requested. 9.8. The Collateral Agent shall be under no obligation or duty to take any action under this Security Agreement, the Indenture or any of the other Security Documents or otherwise if taking such action (i) would subject the Collateral Agent to a tax in any jurisdiction where it is not then subject to a tax or (ii) would require the Collateral Agent to qualify to do business in any jurisdiction where it is not then so qualified.

The Collateral Agent. By accepting a Note(a) The Secured Parties hereby appoint TSX Trust Company as the initial Collateral Agent, each Holder is deemed and, except as may be specifically provided to have the contrary in this Agreement, the Directing Agent irrevocably appointed authorizes and directs TSX Trust Company, as the agent of such Secured Party, to execute or accept the Security Agreements, to take such action on its behalf under or in connection with the Security Agreements and, in accordance with the instructions received by it from the Directing Agent, to exercise such powers under the Security Agreements as are granted or delegated to the Collateral Agent by the terms of such Security Agreements and such other powers as are reasonably incidental thereto which it may be necessary for the Collateral Agent to act as its agent under exercise in order that the provisions of the Security Documents Agreements are carried out, and irrevocably authorized the Collateral Agent agrees to act in such capacity or as otherwise instructed by the Directing Agent and to apply the proceeds of any enforcement proceeding in accordance with Section 0, provided that the Secured Parties acknowledge and agree that (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Security Documents or other documents to which it is a party, together with any other incidental rights, powers and discretionssuch application of proceeds shall apply in all circumstances, and (ii) execute each document expressed the Collateral Agent may commence enforcement proceedings upon the direction of the Directing Agent (b) The Directing Agent shall solely instruct the Collateral Agent and shall have the sole authority to, without limitation, declare or waive a Default of Event of Default, accelerate any of the Obligations, direct the Collateral Agent to be executed commence or refrain from commencing any enforcement proceedings whatsoever pursuant to any of the Security Agreements or appoint any Backup Servicer, provided that, so long as the Facility Agent is the Directing Agent: (i) both the Facility Agent and the Class B Agent must approve the waiver of any Early Amortization Event; (ii) from and after the date which is ninety (90) following the occurrence of an Event of Default, without prejudice to the Facility Agent’s or any Class A Revolving Lender’s rights under this Agreement or any other Credit Document, the Class B Agent may: (x) upon notice to the Facility Agent and the Class A Revolving Lenders, instruct the Collateral Agent to commence enforcement proceedings in connection with the Security Agreements, and the Collateral Agent shall comply with such instruction, unless (A) the Facility Agent has commenced enforcement proceedings or has already instructed the Collateral Agent to do so, or (B) the Facility Agent has provided notice to the Collateral Agent and the Class B Agent that it is in the process of information gathering, consulting legal and or other professionals (including servicers), or is otherwise preparing to commence or is contemplating the commencement of enforcement proceedings, or (C) if such enforcement by the Collateral Agent upon the direction of the Class B Agent would otherwise interfere with the Facility Agent’s and the Class A Revolving Lenders’ enforcement rights under this Agreement, any Security Agreement or any other Credit Document; and (y) solicit offers from third parties to purchase the Collateral, provided that (A) any such solicitation shall at no time compete with or interfere with the Facility Agent’s or any Class A Revolving Lender’s rights under this Agreement or any other Credit Document, (B) if the Class B Agent wishes to engage a third party to perform such solicitation of offers, then the Class B Agent will require the prior written consent of the Facility Agent and the Facility Agent shall have the option to run such solicitation of offers process in lieu of any such third party, (C) if any solicitation of offers process is being undertaken by the Facility Agent, the Class B Agent shall not take any actions whatsoever with respect to soliciting offers for the purchase of the Collateral, (D) any such solicitation for offers shall include a reserve bid or purchase price in an amount not less than the Total Utilization of Class A Revolving Maximum Amount at such time (together with the fees, expenses and other payments due and owing to the Facility Agent and the Class A Revolving Lenders at such time), unless otherwise agreed to by the Class A Revolving Lenders, and (c) All Collateral held, from time to time, by the Collateral Agent pursuant to the Security Agreements shall be subject to the terms and conditions of this Agreement. Each Secured Party acknowledges and agrees that the Collateral Agent has the right, on its behalf. , to hold the Collateral and any of the Security Agreements or any other security granted by any Person with respect to the Obligations owed to such Secured Party. (d) The Collateral Agent will shall not have no any duties or obligations responsibilities except those expressly set forth in this Agreement and the Security Documents to which it is party; provided that no provision of this Indenture shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconductAgreements. Notwithstanding the generality of the foregoing: (a) The duties and obligations of the Collateral Agent shall be determined solely by the express provisions of this Indenture and the Collateral Agent shall not be liable for any action taken or omitted by it, or any action suffered by it to be taken or omitted, excepting only its own gross negligence or willful misconduct. In the absence of written instructions from the Directing Agent, the Collateral Agent shall not foreclose upon any Lien with respect to any party hereto of the Collateral or to any Security Document to which it is a party by reason of any failure on the part of take any other party hereto action with respect to the Collateral or any maker, guarantor, endorser or other signatory of any document or any other Person to perform such Person’s obligations under any such documentpart thereof. (be) The Collateral Agent shall not be responsible in any manner whatsoever for the correctness of any recitals, statements, information, representations or warranties contained herein or in any other Credit Documents except for those made by it herein or therein. (f) The Collateral Agent makes no representation or warranty as to, and is not responsible in any way for: (i) the description, value, location, existence, or condition of any Collateral; (ii) the financial condition of the Borrower or the Servicer or the title of the Borrower or the Servicer to any of the Collateral; (iii) the sufficiency of the security afforded by this Agreement or the Security Agreements or whether registration in respect thereof has been properly effected or maintained; (iv) the validity, enforceability genuineness, correctness, perfection, or priority of any Lien with respect to the Collateral; (v) other than in respect of itself as to the Collateral Agent’s representations that it has the requisite power and capacity to execute, deliver and perform this Agreement, the validity, proper execution, enforceability, legality, or sufficiency of this IndentureAgreement, the any Security Documents Agreement or any Collateral delivered under the Security Documents, other Credit Document or for the value or collectability of any Notes, Pari Passu Indebtedness covered by the Security Documents or other instrument, if any, so delivered, or for any representations made or obligations assumed by any party other than instrument deposited with the Collateral Agent. The Collateral Agent shall not be bound to examine or inquire into or be liable for any defect or failure in the right or title of the Grantors to all or any of the assets whether such defect or failure was known to the Collateral Agent or might have been discovered upon examination or inquiry and whether capable of remedy or not.;

The Collateral Agent. By accepting (a) The Company and the Guarantors hereby appoint U.S. Bank Trust Company, National Association to act as Collateral Agent, and each Holder, by its acceptance of any Notes and the Subsidiary Guarantees thereof, irrevocably consents and agrees to such appointment. The Collateral Agent shall have the privileges, powers and immunities as set forth in this Indenture and the Notes Security Documents. Notwithstanding any provision to the contrary contained elsewhere in this Indenture or the Notes Security Documents, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the Notes Security Documents to which the Collateral Agent is a Noteparty, each Holder is nor shall the Collateral Agent have or be deemed to have irrevocably appointed any trust or other fiduciary relationship with the Trustee, any Holder, the Company or any Guarantor and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture or the Notes Security Documents or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to act connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as its agent under a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) The Company and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral on behalf of and for the benefit of all of the Holders, the Trustee and the Collateral Agent, in each case pursuant to the terms of the Notes Security Documents and irrevocably authorized that the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders, the Collateral Agent to (i) perform and the duties Trustee, and exercise that the rights, powers Lien of this Indenture and discretions that are specifically given to it under the Notes Security Documents in respect of the Trustee, the Collateral Agent and the Holders is subject to and qualified and limited in all respects by the Notes Security Documents and actions that may be taken thereunder. The Collateral Agent is each Holder’s agent for the purpose of perfecting the Holders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should the Trustee obtain possession of any such Collateral, upon request from the Company, the Trustee shall notify the Collateral Agent thereof and promptly shall deliver such Collateral to the Collateral Agent or other documents otherwise deal with such Collateral in accordance with the Collateral Agent’s instructions. (c) The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Collateral Agent nor any of its officers, directors, employees or agents shall be responsible for any act or failure to act hereunder or under any Notes Security Documents to which it is a party, together with except for its own negligence or willful misconduct. (d) The Collateral Agent shall be entitled to seek and shall be fully justified in failing or refusing to take any other incidental rightsaction under this Indenture, powers the Notes Security Documents, the First Lien Intercreditor Agreement and, if existing, any Junior Lien Intercreditor Agreement unless it shall first receive such advice or concurrence of the Trustee or the Holders of a majority in aggregate principal amount of the Notes as it determines and, if it so requests, it shall first be indemnified to its satisfaction by the Holders against any and discretionsall liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Except as otherwise provided in the Notes Security Documents, and (ii) execute each document expressed to be executed by the Collateral Agent on its behalf. The Collateral Agent will have no duties shall in all cases be fully protected in acting, or obligations except those expressly set forth in refraining from acting, under this Indenture, the Notes Security Documents or the First Lien Intercreditor Agreement and, if existing, any Junior Lien Intercreditor Agreement in accordance with a request, direction, instruction or consent of the Trustee or the Holders of a majority in aggregate principal amount of the then outstanding Notes and such request and any action taken or failure to which it is party; provided that no provision of this Indenture act pursuant thereto shall be construed to relieve binding upon all of the Holders. If the Collateral Agent shall request direction from liability for its own negligent the Holders of a majority in aggregate principal amount of the then outstanding Notes with respect to any action, its own negligent failure to act or its own willful misconduct. Notwithstanding the generality of the foregoing: (a) The duties and obligations of the Collateral Agent shall be determined solely by entitled to refrain from taking such action unless and until the express provisions Collateral Agent shall have received direction from the Holders of this Indenture a majority in aggregate principal amount of the then outstanding Notes, and the Collateral Agent shall not incur liability to any Person by reason of so refraining. (e) Except as otherwise explicitly provided herein or in the Notes Security Documents or the First Lien Intercreditor Agreement and, if existing, any Junior Lien Intercreditor Agreement, neither the Collateral Agent nor any of its respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any party hereto of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. (f) If at any time or times the Trustee shall receive (i) by payment, foreclosure, set-off or otherwise, any proceeds of Collateral or any payments with respect to the Obligations arising under, or relating to, this Indenture, except for any such proceeds or payments received by the Trustee from the Collateral Agent pursuant to the terms of this Indenture, or (ii) payments from the Collateral Agent in excess of the amount required to be paid to the Trustee pursuant to Article VI, the Trustee shall promptly turn the same over to the Collateral Agent, in kind, and with such endorsements as may be required to negotiate the same to the Collateral Agent such proceeds to be applied by the Collateral Agent pursuant to the terms of this Indenture, the Notes Security Documents and the First Lien Intercreditor Agreement and, if existing, any Junior Lien Intercreditor Agreement. (g) The Collateral Agent shall exercise reasonable care in the custody of any Collateral in its possession or control or any income thereon. The Collateral Agent shall be deemed to have exercised reasonable care in the custody of Collateral in its possession if the Collateral is accorded treatment substantially equal to that which they accord similar property held for its own benefit and shall not be liable or responsible for any loss or diminution in value of any of the Collateral, including, without limitation, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Agent in good faith. The Collateral Agent shall be permitted to use overnight carriers to transmit possessory collateral and shall be not liable for any items lost or damages in transmit. (h) With respect to Notes Security Documents to be executed after the Issue Date, upon the receipt by the Collateral Agent of a written request of the Company signed by an Officer (a “Security Document Order”), which shall confirm that the security documents being delivered to the First Lien Notes Collateral Agent for execution are final and acceptable to the Company, the Collateral Agent is hereby authorized to execute and enter into, and shall execute and enter into, without the further consent of any Holder or the Trustee, any Notes Security Document to which be executed after the Issue Date. Such Security Document Order shall (i) state that it is being delivered to the Collateral Agent pursuant to, and is a party Security Document Order referred to in, this Section 1407(h), (ii) certify that all covenants and conditions precedent, if any, to the execution and delivery of such Notes Security Document have been complied with and (iii) instruct the Collateral Agent to execute and enter into such Notes Security Document. The Holders, by reason their acceptance of any failure on the part of any other party hereto or any makerNotes, guarantor, endorser or other signatory of any document or any other Person hereby authorize and direct the Collateral Agent to perform execute such Person’s obligations under any such documentNotes Security Documents. (bi) With respect to any intercreditor agreement executed after the Issue Date related to the issuance of Additional Senior Class Debt (as defined in the First Lien Intercreditor Agreement) permitted under the terms of this Indenture that is secured by Liens on the Collateral that is junior to the Liens securing the Notes, upon receipt by the Collateral Agent of a Security Document Order, the Collateral Agent is hereby authorized to execute and enter into, and shall execute and enter into, without the further consent of any Holder or the Trustee, the Junior Lien Intercreditor Agreement. Such Security Document Order shall (i) state that it is being delivered to the Collateral Agent pursuant to, and is a Security Document referred to in this Section 1407(i), (ii) certify that the Junior Lien Intercreditor complies with the terms of this Indenture and the Notes Security Documents and that all covenants and conditions precedent, if any, under this Indenture and the Notes Security Documents to such execution and delivery have been complied with and (iii) instruct the Collateral Agent to execute and enter into the Junior Lien Intercreditor Agreement. The Holders, by their acceptance of the Notes, authorize and direct the Collateral Agent to execute such agreements and the Collateral Agent shall be entitled to conclusively rely on such Security Document Order. (j) The Collateral Agent is authorized to receive any funds for the benefit of itself, the Trustee and the Holders distributed under the Notes Security Documents or the First Lien Intercreditor Agreement and to the extent not prohibited under the Notes Security Documents or First Lien Intercreditor Agreement, for turnover to the Trustee to make further distributions of such funds to itself, the Trustee and the Holders in accordance with the provisions of Section 606 and the other provisions of this Indenture. (k) In acting under this Indenture, the First Lien Intercreditor Agreement or any Notes Security Document, the Collateral Agent shall have all the rights and protections provided hereunder and in the Notes Security Documents as well as the rights and protections afforded to the Trustee (including its rights to be compensated, reimbursed and indemnified under Section 707). (l) The Collateral Agent shall not be responsible in charged with knowledge of (A) any manner for the validityevents or other information, enforceability or sufficiency of (B) any default under this Indenture, the Security Documents Indenture or any other agreement unless a Trust Officer of the Collateral delivered under Agent shall have actual knowledge thereof. (m) The Collateral Agent may resign at any time by notice to the Security DocumentsTrustee and the Company, or for such resignation to be effective upon the value or collectability acceptance of any Notes, Pari Passu Indebtedness covered by the Security Documents or other instrument, if any, so delivered, or for any representations made or obligations assumed by any party other than the a successor agent to its appointment as Collateral Agent. The Collateral Agent shall not may be bound to examine or inquire into or be liable for removed by the Company at any defect or failure in the right or title of the Grantors to all or any of the assets whether such defect or failure was known time, upon thirty (30) days written notice to the Collateral Agent. If the Collateral Agent resigns or is removed under this Indenture, the Company shall appoint a successor collateral agent. If no successor collateral agent is appointed and has accepted such appointment within thirty (30) days after the Collateral Agent gave notice of resignation or was removed, the retiring Collateral Agent may (at the expense of the Company), at its option, appoint a successor Collateral Agent or might have been discovered upon examination petition a court of competent jurisdiction for the appointment of a successor. Upon the acceptance of its appointment as successor collateral agent hereunder, such successor collateral agent shall succeed to all the rights, powers and duties of the retiring Collateral Agent, and the term “Collateral Agent” shall mean such successor collateral agent, and the retiring or inquiry removed Collateral Agent’s appointment, powers and whether capable duties as the Collateral Agent shall be terminated. After the retiring Collateral Agent’s resignation or removal hereunder, the provisions of remedy this Section 1407 (and Section 707) shall continue to inure to its benefit and the retiring or notremoved Collateral Agent shall not by reason of such resignation or removal be deemed to be released from liability as to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Indenture.

The Collateral Agent. By accepting a NoteThe Collateral Agent has been appointed to act as Collateral Agent hereunder by the Holders. The Collateral Agent shall be obligated, each Holder is deemed and shall have the right hereunder, to have irrevocably appointed make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Notes and the Note Purchase Agreement. In exercising or refraining from exercising any rights or taking or refraining from taking any discretionary action hereunder, including the exercise of remedies pursuant to Section 10, the Collateral Agent shall act in accordance with instructions provided in writing by Holders holding more than 50% of the outstanding aggregate principal amount of the Notes (“Requisite Holders”), and shall not be obligated to act as exercise any such rights or take any such action absent such instructions. In furtherance of the foregoing provisions of this Section, each Holder, by its agent under acceptance of the Security Documents benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and irrevocably authorized agreed by each Holder that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of the Holders in accordance with the terms of this Section. The Collateral Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Pledgor and the Collateral Agent signed by Requisite Holders, and may resign at any time by an instrument in writing delivered to Pledgor and each Holder by the Collateral Agent. No such removal or resignation shall become effective until a successor Collateral Agent has been appointed pursuant to this paragraph and has accepted such appointment. Upon any such removal or resignation, Requisite Holders shall have the right, upon five (5) Business Days’ notice to the Collateral Agent, following receipt of the Pledgor’s consent (which shall not be unreasonably withheld or delayed and which shall not be required while an Event of Default exists), to appoint a successor Collateral Agent. If an instrument of acceptance by a successor Collateral Agent shall not have been delivered to the resigning Collateral Agent within thirty (30) days after the giving of such notice of resignation, the resigning Collateral Agent may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent under the terms of the Notes by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the removed or resigning Collateral Agent under this Agreement, and the removed or resigning Collateral Agent under this Agreement shall promptly (i) perform transfer to such successor Collateral Agent all sums held in the duties Account and exercise the rights, powers and discretions that are specifically given to it under the Security Documents or all other documents to which it is a partyitems of Collateral held hereunder, together with any all records and other incidental rights, powers and discretionsdocuments necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under this Agreement, and (ii) execute each document expressed and deliver to be executed by the such successor Collateral Agent on its behalf. The such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Collateral Agent will have no duties or obligations except those expressly set forth in the Security Documents to which it is party; provided that no provision of this Indenture shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconduct. Notwithstanding the generality of the foregoing: (a) The duties and obligations of the security interests created hereunder, whereupon such removed or resigning Collateral Agent shall be determined solely discharged from its duties and obligations under this Agreement. On or prior to such acceptance, Pledgor shall use its best efforts to secure execution by the express Account Debtor of an AT&T Notice and Consent substantially in the form of Exhibit B hereto in favor of such successor Collateral Agent. After any removed or resigning Collateral Agent’s resignation or removal hereunder as the Collateral Agent, the provisions of this Indenture and Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Agent shall not be liable to any party hereto or to any Security Document to which it is a party by reason of any failure on the part of any other party hereto or any maker, guarantor, endorser or other signatory of any document or any other Person to perform such Person’s obligations under any such document. (b) The Collateral Agent shall not be responsible in any manner for the validity, enforceability or sufficiency of this Indenture, the Security Documents or any Collateral delivered under the Security Documents, or for the value or collectability of any Notes, Pari Passu Indebtedness covered by the Security Documents or other instrument, if any, so delivered, or for any representations made or obligations assumed by any party other than the Collateral Agenthereunder. The Collateral Agent shall not be bound to examine or inquire into or be liable for any defect or failure in the right or title By their acceptance of the Grantors to all or any of the assets whether such defect or failure was known to benefits hereof, each Holder hereby authorizes the Collateral Agent or might have been discovered to release any security interest created under this Agreement upon examination or inquiry and whether capable any item of remedy or notCollateral pursuant to Section 3 hereof.

The Collateral Agent. By accepting a Note, each Holder is deemed to have irrevocably appointed the Collateral Agent to act as its agent under the Security Documents and irrevocably authorized the Collateral Agent to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Security Documents or other documents to which it is a party, together with any other incidental rights, powers and discretions, and (ii) execute each document expressed to be executed by the Collateral Agent on its behalf. Each Holder agrees that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by this Indenture and the Security Documents. The Collateral Agent will have no duties or obligations except those expressly set forth in the Security Documents to which it is party; provided provided, however that no provision of this Indenture shall be construed to relieve the Collateral Agent from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct. Notwithstanding the generality of the foregoing: (a) The duties and obligations of the Collateral Agent shall be determined solely by the express provisions of this Indenture and the Security Documents and the Collateral Agent shall not be liable to any party hereto or to any Security Document to which it is a party by reason of any failure on the part of any other party hereto or any maker, guarantor, endorser or other signatory of any document or any other Person to perform such Person’s obligations under any such document. (b) The Collateral Agent shall not be responsible in any manner for the validity, enforceability or sufficiency of this Indenture, the Security Documents or any Collateral delivered under the Security Documents, or for the value or collectability of any Notes, Pari Passu Indebtedness covered by the Security Documents or other instrument, if any, so delivered, Notes or for any representations made or obligations assumed by any party other than the Collateral Agent. The Collateral Agent shall not be bound to examine or inquire into or be liable for any defect or failure in the right or title of the Grantors to all or any of the assets whether such defect or failure was known to the Collateral Agent or might have been discovered upon examination or inquiry and whether capable of remedy or not.

The Collateral Agent. By accepting a Note, each Holder is deemed to have irrevocably appointed (a) The Administrative Agent and the Lenders hereby appoint U.S. Bank National Association as the Collateral Agent and authorize the Collateral Agent to act take such action as its agent on their behalf and to exercise such powers under this Agreement and the Security other Credit Documents as are expressly delegated to the Collateral Agent under such agreements and irrevocably authorized to exercise such powers as are reasonably incidental thereto. Without limiting the foregoing, the Administrative Agent and the Lenders hereby direct and authorize the Collateral Agent to (i) execute and deliver, and to perform its obligations under, each of the duties and Credit Documents to which the Collateral Agent is a party, to exercise the all rights, powers and discretions remedies that are specifically given to it under the Security Documents or other documents to which it is a party, together with any other incidental rights, powers and discretions, and (ii) execute each document expressed to be executed by the Collateral Agent on its behalfmay have under such Credit Documents. The Collateral Agent will have no duties or obligations except those expressly set forth in shall act solely as the Security Documents to which it is party; provided that no provision agent of this Indenture the Lenders and the Administrative Agent and neither the Borrower nor any other Person shall be construed to relieve a third party beneficiary of the Collateral Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconduct. Notwithstanding Agent’s rights and duties under the Credit Documents. (b) Without limiting the generality of the foregoing: (a) The duties and obligations of , the Collateral Agent shall be determined solely by have the express provisions of this Indenture sole and exclusive right and authority to (i) act as the disbursing and collecting agent for the Lenders and the Administrative Agent with respect to all payments and collections arising in connection herewith and with the Collateral Agent shall not be liable to any party hereto or to any Documents, including, without limitation, apply the Available Amount and the Variation Margin Amount in accordance with Article VI of the Security Agreement, (ii) execute and deliver each Collateral Document to which it is a party and accept delivery of each such agreement delivered by reason any Borrower Party, the Equityholder or any Related Company, (iii) act as collateral agent for the Lenders and the Administrative Agent for purposes of the perfection of all security interests and Liens created by such agreements and all other purposes stated therein, provided, however, that the Lenders hereby appoint, authorize and direct the Administrative Agent and each of its Affiliates to act as collateral sub-agent for the Collateral Agent and the Lenders for purposes of the perfection of all security interests and Liens with respect to the Collateral, including the Custodial Account, the Variation Margin Account, the Reserve Account and any failure other deposit or securities accounts maintained by the Securities Intermediary and cash and Eligible Investments held by a Borrower Party or the Securities Intermediary on behalf of a Borrower Party, (iv) manage, supervise and otherwise deal with the part Collateral, as directed by the Administrative Agent, (v) take such action, as directed by the Administrative Agent, as is necessary or desirable to maintain the perfection and priority of the security interests and Liens created or purported to be created by the Collateral Documents and (vi) except as may be otherwise specifically restricted by the terms hereof or of any other party hereto Credit Document, exercise all remedies given to the Collateral Agent, the Administrative Agent or any makerthe Lenders with respect to the Collateral under the Credit Documents relating thereto, guarantorapplicable law or otherwise, endorser or other signatory of any document or any other Person to perform such Person’s obligations under any such documentas directed by the Administrative Agent. (bc) The Collateral Agent may be removed or resign, and a successor Collateral Agent may be appointed, as set forth in Section 5.7 of the Security Agreement. (d) The Collateral Agent shall not be responsible in any manner for enjoy the validitysame rights, enforceability or sufficiency of this Indentureprotections, immunities and indemnities granted to it under the Collateral Documents, including the Security Documents or any Collateral delivered under the Security DocumentsAgreement, or for the value or collectability of any Notes, Pari Passu Indebtedness covered by the Security Documents or other instrument, if any, so delivered, or for any representations made or obligations assumed by any party other than the Collateral Agent. The Collateral Agent when acting hereunder. (e) Nothing herein shall not be bound to examine or inquire into or be liable for any defect or failure in the right or title of the Grantors to all or any of the assets whether such defect or failure was known to obligate the Collateral Agent to determine (i) if a Warehouse Asset meets the criteria specified herein, (ii) if the conditions for the purchase of a Warehouse Asset or might the requirements specified in the definition of “Deliver” have been discovered complied with, (iii) the type, classification or Market Value of any Warehouse Asset or (iv) the classification or Domicile of an obligor, any such determination, in each case, being based exclusively upon examination or inquiry and whether capable of remedy or notnotification the Collateral Agent receives from the Warehouse Collateral Manager.

The Collateral Agent. By accepting a Note, each 12.1 The Holder is deemed to have hereby irrevocably appointed authorizes the Collateral Agent Agent, on behalf of and for the benefit of all Holders of the Notes, to act as its be the agent for and representative of the Holders with respect to the Security Documents, and to take such action on such Holder’s behalf and to exercise such powers, rights and remedies hereunder and under the Security Documents and irrevocably authorized as are specifically delegated or granted to the Collateral Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. The Collateral Agent shall have only those duties and responsibilities that are expressly specified herein and the Security Documents. The Collateral Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. The Collateral Agent hereby agrees to act upon the express conditions contained herein and in the Security Documents, as applicable. The Collateral Agent shall not have, by reason hereof or any of the Security Documents, a fiduciary relationship in respect of any Holder; and nothing herein or any of the Security Documents, expressed or implied, is intended to or shall be so construed as to impose upon the Collateral Agent any obligations in respect hereof or any of the Security Documents except as expressly set forth herein or therein. 12.2 The provisions of this Section 12 are solely for the benefit of the Collateral Agent and the Holders and none of the Issuer or any of its affiliates or related parties shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, the Collateral Agent shall act solely as an agent of the Holders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Issuer or any of its affiliates or related parties. 12.3 Anything contained in any of the Security Documents to the contrary notwithstanding, the Holder hereby agrees that (i) perform no Holder shall have any right individually to realize upon any of the duties Collateral, it being understood and exercise the rightsagreed that all powers, powers rights and discretions that are specifically given to it remedies under the Security Documents or other documents to which it is a party, together with any other incidental rights, powers and discretionsmay be exercised solely by the Collateral Agent, and (ii) execute in the event of a foreclosure by Collateral Agent on any of the Collateral pursuant to a public or private sale, the Collateral Agent or any Holder may be the purchaser of any or all of such Collateral at any such sale and the Collateral Agent, as agent for and representative of the Holders collectively as secured parties (but not any Holder or Holders in its or their respective individual capacities unless Requisite Holders (as defined in the Security Agreement) shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by Collateral Agent at such sale. The Holder, by accepting this Note, shall be deemed to have acknowledged receipt of, and consented to and approved, each Security Document and each other document expressed required to be executed approved by the Collateral Agent on its behalfor any Requisite Holders or Holders, as applicable. The Without limiting the foregoing, the Holder agrees (i) to the limitations regarding the Collateral Agent will have no duties or obligations except those expressly Agent’s liabilities set forth in the Security Documents Agreement, and (ii) to which it is party; provided that no provision of this Indenture shall be construed to relieve indemnify and hold harmless the Collateral Agent from liability for pursuant to the terms of the Security Agreement. 12.4 The Holder represents and warrants that it has made its own negligent action, independent investigation of the financial condition and affairs of the Issuer and its affiliates in connection herewith and that it has made and shall continue to make its own negligent failure to act or its own willful misconduct. Notwithstanding the generality appraisal of the foregoing: (a) The duties and obligations creditworthiness of the Issuer and its affiliates. The Collateral Agent shall be determined solely by not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the express provisions Holders or to provide any Holder with any credit or other information with respect thereto, whether coming into its possession before the issuance of this Indenture the Notes or at any time or times thereafter, and the Collateral Agent shall not be liable have any responsibility with respect to any party hereto the accuracy of or to any Security Document to which it is a party by reason the completeness of any failure on the part of any other party hereto or any maker, guarantor, endorser or other signatory of any document or any other Person to perform such Person’s obligations under any such document. (b) The Collateral Agent shall not be responsible in any manner for the validity, enforceability or sufficiency of this Indenture, the Security Documents or any Collateral delivered under the Security Documents, or for the value or collectability of any Notes, Pari Passu Indebtedness covered by the Security Documents or other instrument, if any, so delivered, or for any representations made or obligations assumed by any party other than the Collateral Agent. The Collateral Agent shall not be bound to examine or inquire into or be liable for any defect or failure in the right or title of the Grantors to all or any of the assets whether such defect or failure was known information provided to the Collateral Agent or might have been discovered upon examination or inquiry and whether capable of remedy or notHolders.

The Collateral Agent. By accepting a Note, each Holder is deemed to have irrevocably appointed the Collateral Agent to act as its agent under the Security Documents and irrevocably authorized the Collateral Agent to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Security Documents or other documents to which it is a party, together with any other incidental rights, powers and discretions, and (ii) execute each document expressed to be executed by the Collateral Agent on its behalf. The Collateral Agent will have no duties or hold in accordance with this Agreement all items of the Collateral at any time received under this Agreement. It is expressly understood, acknowledged and agreed by each Notes Secured Party that by accepting the benefits of this Agreement each such Notes Secured Party acknowledges and agrees that the obligations except of the Collateral Agent as holder of the Collateral and interests therein and with respect to the disposition thereof, and otherwise under this Agreement, are only those expressly set forth in this Agreement, the Security other Collateral Documents to which it is party; provided that no provision and the Indenture Documents. The Collateral Agent shall act hereunder on the terms and conditions set forth herein and in the other Collateral Documents and the Indenture Documents. The provisions of this Article 13 of the Indenture shall be construed inure to relieve the benefit of the Collateral Agent from liability for its own negligent actionAgent, its own negligent failure to act or its own willful misconductand shall be binding upon all Pledgors and all Notes Secured Parties, in connection with this Agreement and the other Indenture Documents. Notwithstanding Without limiting the generality of the foregoing: , (ai) The the duties and obligations of the Collateral Agent Manager shall be determined solely by the express provisions of this Indenture ministerial and administrative in nature and the Collateral Agent shall not be liable subject to any party hereto or to any Security Document to which it is a party by reason of any failure on the part of any other party hereto or any makertrust, guarantor, endorser fiduciary or other signatory implied duties, regardless of any document whether an Event of Default has occurred and is continuing and no implied covenants, responsibilities, duties, obligations or any other Person to perform such Person’s obligations under any such document. liabilities shall be read into this Agreement, the Intercreditor Agreement, the Indenture Documents and the Collateral Documents or otherwise exist against the Collateral Agent and (bii) The the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Indenture Documents that the Collateral Agent is required in writing to exercise in accordance with the Indenture Documents. Notwithstanding anything to the contrary in this Agreement, in no event shall the Collateral Agent (i) be liable or responsible in for, or have any manner for duty or obligation with respect to, the recording, filing, registering, perfection, protection or maintenance of the security interests or Liens intended to be created by this Agreement (including the preparation, filing or continuation of any Uniform Commercial Code financing or continuation statements or similar documents or instruments), (ii) be liable or responsible for, and the Collateral Agent makes no representation regarding, the validity, enforceability enforceability, effectiveness or sufficiency priority of this Indenture, Agreement or the Security Documents security interests or Liens intended to be created hereby or (iii) be liable or responsible for any failure of the Pledgors or any Collateral delivered under the Security Documents, or for the value or collectability of any Notes, Pari Passu Indebtedness covered by the Security Documents or other instrument, if any, so delivered, or for any representations made or obligations assumed by any party other than the Collateral Agent. The Collateral Agent shall not be bound to examine or inquire into or be liable for any defect or failure in the right or title of the Grantors to all or any of the assets whether such defect or failure was known to the Collateral Agent Intercreditor Agreement or might have been discovered upon examination the Indenture Documents to perform its obligations hereunder or inquiry and whether capable of remedy or notthereunder.

The Collateral Agent. By accepting a Note, each Holder Scopia Holdings LLC is deemed hereby appointed Collateral Agent for the Noteholders hereunder. It is expressly understood and agreed by the parties to have irrevocably appointed this Security Agreement that any authority conferred upon the Collateral Agent hereunder is subject to act as its agent under the Security Documents terms of the delegation of authority made by the Noteholders to the Collateral Agent, and irrevocably authorized that the Collateral Agent has agreed to act (iand any successor Collateral Agent shall act) perform as such hereunder only on the duties and exercise express conditions contained in this Article 9. Any successor Collateral Agent appointed pursuant to this Article 9 shall be entitled to all the rights, interests and benefits of the Collateral Agent hereunder. Any Person serving as Collateral Agent hereunder shall have the same rights and powers in its capacity as a Noteholder as any other Noteholder and discretions that are specifically given may exercise the same as though it were not the Collateral Agent, and the term “Noteholder” or “Noteholders” shall, unless otherwise expressly indicated, unless the context otherwise requires or unless such Person is in fact not a Noteholder, include each Person serving as Collateral Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with any Noteholder or other Party to it under the Security Note Documents or any subsidiary of any Noteholder or other Party to the Note Documents or other documents to which Affiliate thereof as if it is a party, together with any other incidental rights, powers and discretions, and (ii) execute each document expressed to be executed by were not the Collateral Agent on hereunder. The Noteholders acknowledge that, pursuant to such activities, the Collateral Agent or its behalfAffiliates may receive information regarding any Noteholder or any of its Affiliates (including information that may be subject to confidentiality obligations in favor of such Noteholder or such Affiliate) and acknowledge that the Collateral Agent shall not be under any obligation to provide such information to them. The Collateral Agent will shall not have no any duties or obligations except those expressly set forth in the Security Documents to which it is party; provided that no provision of this Indenture shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconductNote Documents. Notwithstanding Without limiting the generality of the foregoing: , (a) The duties and obligations of the Collateral Agent shall not be determined solely subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default exists, and the use of the term “agent” herein and in the other Note Documents with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law; it being understood that such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties, (b) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary power, except discretionary rights and powers that are expressly contemplated by the express provisions Note Documents and which the Collateral Agent is required to exercise in writing as directed by the Noteholders; provided that the Collateral Agent shall not be required to take any action that, in its opinion or the opinion of this Indenture its counsel, may expose the Collateral Agent to liability or that is contrary to any Note Document or applicable laws, and (c) except as expressly set forth in the Note Documents, the Collateral Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by the Person serving as Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent shall not be liable to the Noteholders for any action taken or not taken by it with the consent or at the request of the Noteholders or in the absence of its own gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein. The Collateral Agent shall not be deemed to have knowledge of the existence of any Default or Event of Default unless and until written notice thereof is given to the Collateral Agent by the Company or any Noteholder, and the Collateral Agent shall not be liable responsible for or have any duty to ascertain or inquire into (i) any party hereto statement, warranty or to representation made in or in connection with any Security Document to which it is a party by reason Note Document, (ii) the contents of any failure on certificate, report or other document delivered hereunder or in connection with any Note Document, (iii) the part performance or observance of any other party hereto or any makercovenant, guarantor, endorser agreement or other signatory term or condition set forth in any Note Document or the occurrence of any document Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of any Note Document or any other Person agreement, instrument or document, (v) the creation, perfection or priority of any Lien on the Collateral or the existence, value or sufficiency of the Collateral, (vi) the satisfaction of any condition set forth in Article III of the Note Purchase Agreement or elsewhere in any Note Document, other than to perform confirm receipt of items expressly required to be delivered to the Collateral Agent or (vii) any property, book or record of any Noteholder or any Affiliate thereof. By accepting the benefits of this Security Agreement and each other Note Document, each Noteholder expressly acknowledges and agrees that this Security Agreement may be enforced only by the action of the Collateral Agent, and that such Person’s obligations under Noteholder shall not have any right individually to seek to enforce or to enforce this Security Agreement or to realize upon the security to be granted hereby, it being understood and agreed that such document. (b) rights and remedies may be exercised by the Collateral Agent for the benefit of the Noteholders upon the terms of this Security Agreement and the other Note Documents. The Collateral Agent may rely on advice of counsel as to whether any or all UCC financing statements of the Grantors need to be amended. If any Grantor fails to provide information to the Collateral Agent about such changes on a timely basis, the Collateral Agent shall not be liable or responsible in to any manner for the validity, enforceability or sufficiency of this Indenture, the Security Documents or any Collateral delivered under the Security Documents, or for the value or collectability of any Notes, Pari Passu Indebtedness covered by the Security Documents or other instrument, if any, so delivered, or Noteholder for any representations made or obligations assumed by any party other than failure to maintain a perfected security interest in such Grantor’s property constituting Collateral, for which the Collateral AgentAgent needed to have information relating to such changes. The Collateral Agent shall have no duty to inquire about such changes if any Grantor does not be bound to examine or inquire into or be liable for any defect or failure in the right or title of the Grantors to all or any of the assets whether such defect or failure was known to inform the Collateral Agent of such changes, the Noteholders acknowledging and agreeing that it would not be feasible or might have been discovered upon examination or inquiry and whether capable of remedy or notpractical for the Collateral Agent to search for information on such changes if such information is not provided by any Grantor.

The Collateral Agent. By accepting a Note, each Holder is deemed to have irrevocably appointed (a) The Administrative Agent and the Lenders hereby appoint U.S. Bank National Association as the Collateral Agent and authorize the Collateral Agent to take such action as agent on their behalf and to exercise such powers under this Agreement and the other Credit Documents as are expressly delegated to the Collateral Agent under such agreements and to exercise such powers as are reasonably incidental thereto. Without limiting the foregoing, the Administrative Agent and the Lenders hereby direct and authorize the Collateral Agent to execute and deliver, and to perform its obligations under, each of the Credit Documents to which the Collateral Agent is a party, to exercise all rights, powers and remedies that the Collateral Agent may have under such Credit Documents. The Collateral Agent shall act solely as the agent of the Lenders and the Administrative Agent and neither the Borrower nor any other Person shall be a third party beneficiary of the Collateral Agent’s rights and duties under the Credit Documents. (b) Without limiting the generality of the foregoing, the Collateral Agent shall have the sole and exclusive right and authority to (i) act as the disbursing and collecting agent for the Lenders and the Administrative Agent with respect to all payments and collections arising in connection herewith and with the Collateral Documents, including, without limitation, apply the Available Amount in accordance with Article VI of the Security Agreement, (ii) execute and deliver each Collateral Document to which it is a party and accept delivery of each such agreement delivered by the Borrower, any Equity Investor or any Related Company, (iii) act as collateral agent for the Lenders and the Administrative Agent for purposes of the perfection of all security interests and Liens created by such agreements and all other purposes stated therein, provided, however, that the Lenders hereby appoint, authorize and direct the Administrative Agent and each of its Affiliates to act as collateral sub-agent for the Collateral Agent and the Lenders for purposes of the perfection of all security interests and Liens with respect to the Collateral, including the Custodial Account, the Reserve Account and any other deposit or securities accounts maintained by the Securities Intermediary and cash and Eligible Investments held by the Borrower or the Securities Intermediary on behalf of the Borrower, (iv) during the continuance of an Event of Default, manage, supervise and otherwise deal with the Collateral, as directed by the Administrative Agent, (v) take such action, as directed by the Administrative Agent, as is necessary or desirable to maintain the perfection and priority of the security interests and Liens created or purported to be created by the Collateral Documents and (vi) except as may be otherwise specifically restricted by the terms hereof or of any other Credit Document, exercise all remedies given to the Collateral Agent, the Administrative Agent or the Lenders with respect to the Collateral under the Credit Documents relating thereto, applicable law or otherwise, as directed by the Administrative Agent. All of the rights, protections, immunities and indemnities offered to the Collateral Agent under the Security Documents Agreement shall also apply to the Collateral Agent hereunder. (c) The Collateral Agent may be removed or resign, and irrevocably authorized a successor Collateral Agent may be appointed, as set forth in Section 5.7 of the Security Agreement. (d) In acting under the Collateral Documents, the Collateral Agent shall be obligated only for the performance of such duties as are specifically set forth in this Agreement and no implied duties shall be read into this Agreement against or on the part of the Collateral Agent. The Collateral Agent may rely and shall be protected in acting or refraining from acting on any written notice, request, waiver, consent, instrument or other document (in each case, absent manifest error) believed by it to be genuine and to have been signed or presented by the proper party or parties. Other than as expressly set forth herein or in the other Credit Documents, the Collateral Agent shall have no duty to determine or inquire into the happening or occurrence of any event or contingency, and it is agreed that its duties are purely ministerial in nature. The Collateral Agent shall not be liable for any failure to perform or delay in performing (unless such failure or delay results from or is caused by a failure or delay on the part of the Collateral Agent) its specified duties hereunder which results from or is caused by a failure or delay on the part of the Borrower, the Administrative Agent or the Warehouse Collateral Manager in furnishing necessary, timely and accurate information to the Collateral Agent. (e) The Collateral Agent shall be entitled to all of the same rights, protections, immunities and indemnities afforded to the Collateral Agent under the Security Agreement. (f) The Collateral Agent agrees to hold any amounts held by it hereunder as custodial agent for the Lender to the extent required herein for the benefit of the Borrower or the Secured Parties until such time as such amounts are distributed in accordance with the terms of this Agreement. The Collateral Agent shall be under no liability for interest on any amounts received or held by it hereunder except, if such funds are invested pursuant to the terms hereof in investments which are deposits in or certificates of deposit of the Collateral Agent in its commercial capacity, to the extent of income or other gain actually earned on such investments in accordance with their terms. The preceding sentence shall not be construed to limit or contradict the obligation of the Collateral Agent to properly credit to the appropriate account any income or other gain actually received by the Collateral Agent on Eligible Investments. (g) The Collateral Agent shall calculate amounts to be remitted pursuant to the Security Agreement to the applicable parties and notify the Warehouse Collateral Manager and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and the Manager Report. (h) The Collateral Agent shall provide to the Warehouse Collateral Manager a copy of all written notices and communications identified as being sent to it in connection with the Warehouse Assets and the other Collateral held hereunder which it receives from the related Obligor, participating bank and/or agent bank. In no instance shall the Collateral Agent be under any duty or obligation to take any action on behalf of the Warehouse Collateral Manager in respect of the exercise of any voting or consent rights, or similar actions, unless it receives specific written instructions from the Warehouse Collateral Manager, prior to the occurrence of an Event of Default, or the Administrative Agent, after the occurrence of Event of Default, in which event the Collateral Agent shall vote, consent or take such other action in accordance with such instructions. (i) As promptly as possible after the Warehouse Closing Date, and in any event no later than thirty (30) days after the Closing Date, the Collateral Agent shall create a database (the “Collateral Database”) with respect to the Warehouse Assets held by the Borrower on the Warehouse Closing Date, which Collateral Database shall include all information reasonably requested by the Administrative Agent with respect to the Warehouse Assets and the Collateral, on an individual Warehouse Asset basis and on a portfolio basis, and shall be based upon information provided by the Warehouse Collateral Manager and other third parties. The Collateral Agent shall permit access to the information in the Collateral Database by the Warehouse Collateral Manager, the Borrower and the Administrative Agent no later than thirty (30) days after the Warehouse Closing Date. The Collateral Agent shall prepare, for review and approval by the Warehouse Collateral Manager and the Administrative Agent: (i) on each Reporting Date, as of the last calendar day of the previous calendar month, a report containing the information described in Section A of the report attached hereto as Exhibit F; (ii) on each Business Day, a daily report containing the information described in Section B of the report attached hereto as Exhibit F; and (iii) by no later than each Interest Payment Date, as of the preceding Business Day, a report containing the information specified in Section C of the report attached hereto as Exhibit F, in each case based on information contained in the Collateral Database or as provided by the Borrower, the Administrative Agent, the Warehouse Collateral Manager or other third-party sources, as applicable. Upon receipt of such report, each of the Borrower, the Administrative Agent, and the Warehouse Collateral Manager shall indicate their respective approvals of such report or identify any discrepancy. In the event of any discrepancy between the information set forth in such report provided by the Collateral Agent to the Borrower, the Administrative Agent and the Warehouse Collateral Manager and any information contained in the books, records or reports of Borrower, the Administrative Agent and the Warehouse Collateral Manager, such party shall promptly notify the Collateral Agent thereof and the parties shall cooperate to resolve the discrepancy. For the avoidance of doubt, (1) any determination of the calculation of interest payable under Section 2.08(a) shall be made by the Administrative Agent, and (2) any determination of the Borrowing Base calculation, the Value Adjustment Event summary, the priority of payments for each Interest Payment Date shall be made by the Warehouse Collateral Manager. The Collateral Agent shall provide a daily report (which may be consolidated with the daily report described above and in Section 1.05(c)) to the Warehouse Collateral Manager, the Borrower and the Administrative Agent, in an electronic format and in scope mutually acceptable to the Collateral Agent, the Warehouse Collateral Manager, the Borrower and the Administrative Agent, that summarizes the material information contained in the Collateral Database, including, without limitation, the test results of the Concentration Limits (and details thereof), the outstanding principal balance of the Collateral and balances of the Custodial Account and Reserve Account. The Collateral Agent shall update the Collateral Database promptly for Warehouse Assets acquired or sold or otherwise disposed of and for any amendments or changes to Warehouse Asset amounts or interest rates, in each case based upon information and data received from the Borrower, the Warehouse Collateral Manager, or the related bank agent, obligor, or financial information reporting or other third-party sources. (j) The Collateral Agent shall establish the Custodial Account and Reserve Accoun in the name of the Borrower subject to the lien and control of the Collateral Agent for the benefit of the Secured Parties. (k) The Collateral Agent shall track the receipt and daily allocation of cash to the Custodial Account and Reserve Account and any withdrawals therefrom and, on each Business Day, provide to the Warehouse Collateral Manager daily reports reflecting such actions to the Custodial Account and Reserve Account as of the close of business on the preceding Business Day. (l) The Collateral Agent shall provide the Warehouse Collateral Manager with such other information as may be reasonably requested in writing by the Warehouse Collateral Manager and as is within the possession of the Collateral Agent. (m) Nothing herein shall obligate the Collateral Agent to (i) perform determine independently the duties and exercise correct characterization or categorization of any item of Collateral, or to evaluate or verify the rights, powers and discretions that are specifically given to it under the Security Documents Warehouse Collateral Manager’s characterization of any item of Collateral or other documents to which it is a party, together with any other incidental rights, powers and discretions, and (ii) execute each document expressed to be executed by determine the Borrowing Base or whether a Borrowing Base Deficiency or Value Adjustment Event has occurred, any such determination being based exclusively upon notification the Collateral Agent on its behalf. The receives from the Warehouse Collateral Agent will have no duties or obligations except those expressly set forth in the Security Documents to which it is party; provided that no provision of this Indenture Manager and nothing herein shall be construed to relieve obligate the Collateral Agent from liability for its own negligent actionto review or examine any underlying instrument or contract evidencing, its own negligent failure governing or guaranteeing or securing any Warehouse Asset in order to act verify, confirm, audit or its own willful misconductotherwise determine any characteristic thereof. Notwithstanding the generality For purposes of the foregoing: (a) The duties and obligations of monitoring changes in ratings, the Collateral Agent shall be determined solely by entitled to use and rely (in good faith) exclusively upon one or more reputable electronic financial information reporting services, and shall have no liability for any inaccuracies in the express provisions of this Indenture and the Collateral Agent shall not be liable to any party hereto or to any Security Document to which it is a party by reason of any failure on the part of any other party hereto or any makerinformation reported by, guarantor, endorser or other signatory of any document errors or any other Person to perform such Person’s obligations under omissions of, any such documentservices. (b) The Collateral Agent shall not be responsible in any manner for the validity, enforceability or sufficiency of this Indenture, the Security Documents or any Collateral delivered under the Security Documents, or for the value or collectability of any Notes, Pari Passu Indebtedness covered by the Security Documents or other instrument, if any, so delivered, or for any representations made or obligations assumed by any party other than the Collateral Agent. The Collateral Agent shall not be bound to examine or inquire into or be liable for any defect or failure in the right or title of the Grantors to all or any of the assets whether such defect or failure was known to the Collateral Agent or might have been discovered upon examination or inquiry and whether capable of remedy or not.

The Collateral Agent. (a) By accepting a Noteexecution and delivery hereof, each Holder is deemed to have irrevocably appointed Benefitted Party hereby appoints State Street Bank and Trust Company of California, N.A. as Collateral Agent and its representative hereunder and under the Security Documents and authorizes the Collateral Agent to act as its agent under the Security Documents such hereunder and irrevocably authorized the Collateral Agent to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Security Documents or other documents to which it is a party, together with any other incidental rights, powers and discretions, and (ii) execute thereunder on behalf of each document expressed to be executed by the Collateral Agent on its behalfsuch Benefitted Party. The Collateral Agent will agrees to act as such upon the express conditions contained in this Agreement. In performing its functions and duties under this Agreement and the Security Documents, the Collateral Agent shall act solely as agent of the Benefitted Parties to the extent, but only to the extent, provided in this Agreement and does not assume, and shall not be deemed to have no duties assumed, any obligation towards or obligations except those expressly relationship of agency, fiduciary or trust with or for any other Person, other than as set forth in the Security Documents to which it is party; provided that no provision of this Indenture shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconduct. Notwithstanding the generality of the foregoing: (a) The duties and obligations of the Collateral Agent shall be determined solely by the express provisions of this Indenture and the Collateral Agent shall not be liable to any party hereto or to any Security Document to which it is a party by reason of any failure on the part of any other party hereto or any maker, guarantor, endorser or other signatory of any document or any other Person to perform such Person’s obligations under any such documentDocuments. (b) The Collateral Agent shall take any action with respect to the Collateral and/or the Security Documents only as directed in accordance with Section 5(a) hereof; provided that the Collateral Agent shall not be responsible obligated to follow any directions given in accordance with Section 5(a) hereof to the extent that the Collateral Agent has received advice from its counsel to the effect that such directions are in conflict with any manner for the validityprovisions of law, enforceability or sufficiency of this IndentureAgreement, the Security Documents or any order of any court or administrative agency; provided further that the Collateral delivered Agent shall not, under any circumstances, be liable to any Benefitted Party or any other person for following the written directions received in accordance with Section 5(a) hereof. Any directions given pursuant to Section 5(a) hereof may be withdrawn or modified by the party or parties who originally gave such directions by delivering written notice of withdrawal or modification to the Collateral Agent prior to the time when the Collateral Agent takes any action pursuant to such directions. (c) Each Benefitted Party authorizes the Collateral Agent to take such action on such Benefitted Party's behalf and to exercise such powers hereunder as are specifically delegated to the Collateral Agent by the terms hereof and of the Security Documents, together with such powers as are reasonably incidental thereto. The Collateral Agent shall have only those duties and responsibilities that are expressly specified in this Agreement and the Security Documents, and it may perform such duties by or through its agents or employees. Nothing in this Agreement or the Security Documents, express or implied, is intended to or shall be construed as imposing upon the Collateral Agent any obligations in respect of this Agreement or such Security Documents except as expressly set forth herein. (d) The Collateral Agent shall not be responsible to any Benefitted Party for the execution, effectiveness, genuineness, validity, perfection, enforceability, collectibility, value or collectability sufficiency of any Notes, Pari Passu Indebtedness covered by the Collateral or the Security Documents or for any representations, warranties, recitals or statements made in any document executed in connection with the Obligations or made in any written or oral statement or in any financial or other instrumentstatements, if anyinstruments, so deliveredreports, certificates or any other documents in connection herewith or therewith furnished or made by or on behalf of the Company and its subsidiaries to any Benefitted Party or be required to ascertain or inquire as to the performance or observance by the Company or any of its subsidiaries or any other pledgor or guarantor of any of the terms, conditions, provisions, covenants or agreements contained in any document executed in connection with the Obligations or of the existence or possible existence of any Triggering Event. (e) The Collateral Agent shall not be liable to any Benefitted Party for any action taken or omitted hereunder or under the Security Documents or in connection herewith or therewith except to the extent caused by the Collateral Agent's gross negligence or willful misconduct. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any written statement, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons and, except as otherwise specifically provided in this Agreement, shall be entitled to rely upon the written direction of the Required Creditors (as defined in Section 5(a)) certifying that the persons signing such direction constitute the "Required Creditors," and shall be entitled to rely and shall be fully protected in relying on opinions and judgments of counsel, accountants, experts and other professional advisors selected by it in good faith and with due care. The Collateral Agent shall be entitled to refrain from exercising any power, discretion or authority vested in it under this Agreement or the Security Documents unless and until it has obtained the directions in accordance with Section 5(a) hereof with respect to the matters covered thereby. The Collateral Agent shall be entitled to request from each Benefitted Party a certificate setting out the amount of the respective Obligations held by it (including, without limitation, amounts representing principal, Contingent L/C Obligations or interest of such Obligations for purposes of calculating distributions pursuant to Section 2(c)). (f) Each Benefitted Party agrees not to take any action whatsoever to enforce any term or provision of the Security Documents or to enforce any of its rights in respect of the Collateral, in each case except through the Collateral Agent acting in accordance with this Agreement. (g) The Company and each of its subsidiaries which is party to this Agreement, by its execution of the signature page of this Agreement, agrees to pay and save the Collateral Agent harmless from liability for payment of all costs and expenses of the Collateral Agent in connection with this Agreement and the Security Documents, other than liabilities, costs and expenses resulting from the Collateral Agent's gross negligence or willful misconduct. Each Benefitted Party severally agrees to indemnify the Collateral Agent, pro rata (to the extent set forth in the penultimate sentence of this Section 4(g)), to the extent the Collateral Agent shall not have been reimbursed by or on behalf of the Company or from proceeds of the Collateral or otherwise, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, reasonable expenses (including, without limitation, reasonable counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Collateral Agent in performing its duties hereunder or under the Security Documents in its capacity as the Collateral Agent in any way relating to or arising out of this Agreement, the Security Documents and/or the Collateral; provided that no Benefitted Party shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Collateral Agent's gross negligence, willful misconduct or breach of the express terms of this Agreement. For purposes of this Section 4(g), any pro rata calculation shall be on the basis of the outstanding principal amount of the Obligations (determined by assuming that all Obligations are denominated in U.S. Dollars based upon the Applicable Exchange Rate) held by or for each Benefitted Party at the time of the act, omission or transaction giving rise to the reimbursement or indemnity required by this Section 4(g). The provisions of this Section 4(g) shall survive the payment in full of all the Obligations and the termination of this Agreement and all other documents executed in connection with the Obligations. (h) The Collateral Agent may resign at any representations made time by giving sixty (60) days' prior written notice thereof to the Benefitted Parties and the Company, subject to the acceptance of its appointment by a successor Collateral Agent simultaneously with or obligations assumed by prior to any party other than resignation of the Collateral Agent. Upon any such notice of resignation, the Required Creditors (as defined in Section 5(a) below) shall have the right to appoint a successor Collateral Agent. The Collateral Agent may be removed at any time with or without cause, by an instrument in writing delivered to the Collateral Agent, the Company and the other Benefitted Parties by the Required Creditors (as defined in Section 5(a) below). Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent, and the retiring or removed Collateral Agent shall be discharged from its duties and obligations under this Agreement and the Security Documents; provided, however, that the retiring or removed Collateral Agent will continue to remain liable for all acts of, or the omission to act by, such retiring or removed Collateral Agent which occurred prior to such retirement or removal. If no successor Collateral Agent shall have been so appointed and shall have accepted such appointment within forty-five (45) days after the retiring Collateral Agent's giving of notice of resignation, then, upon five days' prior written notice to the Company and the Benefitted Parties, the retiring Collateral Agent may, on behalf of the Benefitted Parties, appoint a successor Collateral Agent, which shall be a bank or trust company organized under the laws of the United States or any state thereof (or under the laws of a foreign country and having a branch or agency located in the United States) having a combined capital and surplus of at least $500,000,000, and the short term unsecured debt obligations of which are rated at least P-1 by ▇▇▇▇▇'▇ Investors Service or A-1 by Standard & Poor's, or any affiliate of such bank. After any retiring or removed Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Agreement and the Security Documents. (i) Except as expressly set forth herein, the Collateral Agent and each of its affiliates may accept deposits from, lend money to and generally engage in any kind of banking, trust, financial advisory or other business with the Company or any affiliate thereof, and may accept fees and other consideration from the Company or any affiliate thereof for services in connection with this Agreement and otherwise without having to account for the same to any Benefitted Party. (j) The Collateral Agent shall not be bound to examine or inquire into or be liable for or by reason of (i) any failure or defect or failure in the right registration, filing or title recording of the Grantors to all or any of the assets whether Security Documents, or any notice, caveat or financing statement with respect to the foregoing, or (ii) any failure to do any act necessary to constitute, perfect and maintain the priority of the security interest created by the Security Documents. (k) Notwithstanding anything to the contrary contained in this Agreement or any document executed in connection with any of the Obligations, the Collateral Agent, unless it shall have actual knowledge thereof, shall not be deemed to have any knowledge of any Triggering Event unless and until it shall have received written notice from the Company or any Benefitted Party describing such defect or failure was known Triggering Event in reasonable detail (including, to the extent known, the date of occurrence of the same). (l) Upon receipt by the Collateral Agent or might have been discovered upon examination or inquiry and whether capable of remedy or notany direction by the Required Creditors, all of the Benefitted Parties will be bound by such direction.

The Collateral Agent. By accepting a Note, each Holder is deemed to have irrevocably appointed the Collateral Agent to act as its agent under the Security Documents and irrevocably authorized the Collateral Agent to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Security Documents or other documents to which it is a party, together with any other incidental rights, powers and discretions, and (ii) execute each document expressed to be executed by the Collateral Agent on its behalf. The Collateral Agent will have no duties or obligations except those expressly set forth in the Security Documents to which it is party; provided that no provision of this Indenture shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconduct. Notwithstanding the generality Each of the foregoingLenders party hereto hereby irrevocably agrees, authorizes and directs that the Administrative Agent: (a) The duties shall also act as the “collateral agent” under the Fundamental Documents, and obligations each of such Lenders and Issuing Lenders thereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders for purposes of acquiring, holding and enforcing any and all Liens on Collateral to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto, and directs the Administrative Agent to enter into each Collateral Document for the benefit of the Lenders and the other Secured Parties and any related intercreditor agreement reasonably satisfactory to the Administrative Agent. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.7 of the Credit Agreement for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be determined solely by entitled to the express benefits of all provisions of this Indenture Article 8 of the Credit Agreement and Article 10 of the Collateral Agent shall not be liable to any party hereto or to any Security Document to which it is a party by reason Credit Agreement (including Sections 10.4 and 10.5 of any failure on the part of any other party hereto or any makerCredit Agreement, guarantoras though such co-agents, endorser or other signatory of any document or any other Person to perform such Person’s obligations sub-agents and attorneys-in-fact were the “collateral agent” under any such documentthe Fundamental Documents) as if set forth in full herein with respect thereto. (b) at its option and in its discretion, to release any Lien on any property granted to or held by the Administrative Agent under any Fundamental Document (i) upon termination of the Revolving Commitments and payment in full of all Obligations at any time arising under or in respect of the Credit Agreement or the other Fundamental Documents or the transactions contemplated thereby, (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted by the Credit Agreement (including, without limitation the release of any Lien on property of Hotels Spinco and its Subsidiaries securing the Obligations hereunder upon the consummation of the Hotels Spin-Off), (iii) if the Obligations are no longer required to be secured pursuant to Section 6.3(k) and/or (iv) if approved, authorized or ratified in writing in accordance with Section 10.9 of the Credit Agreement. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release its interest in particular types or items of property pursuant to this Section. The Collateral Administrative Agent shall not be responsible in for or have a duty to ascertain or inquire into any manner for representation or warranty regarding the validityexistence, enforceability or sufficiency of this Indenture, the Security Documents or any Collateral delivered under the Security Documents, or for the value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any Notes, Pari Passu Indebtedness covered certificate prepared by the Security Documents Borrower or other instrumentany Subsidiary in connection therewith, if any, so delivered, nor shall the Administrative Agent be responsible or liable to the Lenders for any representations made failure to monitor or obligations assumed by maintain any party other than the Collateral Agent. The Collateral Agent shall not be bound to examine or inquire into or be liable for any defect or failure in the right or title portion of the Grantors to all or any of the assets whether such defect or failure was known to the Collateral Agent or might have been discovered upon examination or inquiry and whether capable of remedy or notCollateral.

The Collateral Agent. By accepting (a) The Borrower agrees to pay, and the Collateral Agent shall be entitled to receive, compensation for, and reimbursement for expenses in connection with, the Collateral Agent’s performance of the duties called for herein as provided in the Collateral Agent Fee Letter. For purposes of any portion of fees payable to the Collateral Agent calculated with respect to any period at a Noteper annum rate, such amount shall be computed on the basis of a 360-day year and the actual number of days elapsed during the related Collection Period and shall be based on the Fee Basis Amount and the cash and the principal balance of any Eligible Investments on deposit in the Collection Account, in each Holder case, on the Determination Date relating to the applicable Payment Date. (b) The Collateral Agent shall have no liability for losses arising from (i) any cause beyond its control, (ii) any delay, error, omission or default of any mail, telegraph, cable or wireless agency or operator, or (iii) the acts or edicts of any government or governmental agency or other group or entity exercising governmental powers. (c) It is expressly acknowledged and agreed that the Collateral Agent is not guaranteeing the performance of or assuming any liability for the obligations of the other parties hereto or any portion of the Collateral. (d) The Collateral Agent shall not be responsible for the preparation or filing of any UCC financing statements or continuation statements or the correctness of any financing statements filed in connection with this Agreement or the validity or perfection of any lien or security interest created pursuant to this Agreement. (e) In no event shall the Collateral Agent be liable for the selection of any investments or any losses in connection therewith, or for any failure of the relevant party to provide investment instruction to the Collateral Agent in connection with the investment of funds in or from any account set forth herein. (f) The Collateral Agent shall have no liability for any failure, inability or unwillingness on the part of the Servicer, the Borrower or the Administrative Agent to provide accurate and complete information on a timely basis to the Collateral Agent, or otherwise on the part of any such party to comply with the terms of this Agreement, and shall have no liability for any inaccuracy or error in the performance or observance on the Collateral Agent’s part of any of its duties hereunder that is caused by or results from any such inaccurate, incomplete or untimely information received by it, or other failure on the part of any such other party to comply with the terms hereof. (g) The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any certificate, report or other document or electronic communication; provided, however, that, if the form thereof is prescribed by this Agreement, the Collateral Agent shall examine the same to determine whether it conforms on its face to the requirements hereof. The Collateral Agent shall not be deemed to have knowledge or notice of any matter unless actually known to a Responsible Officer of the Collateral Agent. It is expressly acknowledged by the Borrower, the Servicer, the Lenders and the Administrative Agent that performance by the Collateral Agent of its various duties hereunder (including recalculations to be performed in respect of the matters expressly contemplated hereby) shall be based upon, and in reliance upon, data, information and notices provided to it by the Servicer (and/or the Borrower), the Administrative Agent and/or any related bank agent, obligor or similar party with respect to the Collateral, and the Collateral Agent shall have no responsibility for the accuracy of any such information or data provided to it by such persons and shall be entitled to update its records (as it may deem necessary or appropriate). Nothing herein shall impose or imply any duty or obligation on the part of the Collateral Agent to verify, investigate or audit any such information or data, or to determine or monitor on an independent basis whether any issuer of the Collateral is in default or in compliance with the underlying documents governing or securing such item of Collateral, from time to time. (h) The Collateral Agent shall have no duty to determine or inquire into the happening or occurrence of any event or contingency, and it is agreed that its duties hereunder are purely ministerial in nature. (i) Should any controversy arise between the undersigned with respect to the Collateral held by the Collateral Agent, the Collateral Agent shall, subject to Section 12.01(b) and Section 12.04, follow the written instructions of the Administrative Agent on behalf of the Secured Parties. (j) The powers conferred on the Collateral Agent hereunder are solely to protect its interest (on behalf of the Secured Parties) in the Collateral and shall not impose any duty on it to exercise any such powers. Except for performing the obligations expressly imposed on the Collateral Agent hereunder, the Collateral Agent shall have no duty as to any Collateral or responsibility for ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not the Collateral Agent has or is deemed to have irrevocably appointed knowledge of such matters or taking any steps to preserve rights against prior parties or other rights pertaining to any Collateral. (k) If U.S. Bank, U.S. Bank National Association or the Collateral Agent is also acting in another capacity, including as Custodian or Securities Intermediary, the rights, protections, immunities and indemnities afforded to act as its agent under the Security Documents and irrevocably authorized U.S. Bank, U.S. Bank National Association or the Collateral Agent pursuant to (i) perform this Article XII shall also be afforded to U.S. Bank, U.S. Bank National Association or the duties and exercise the Collateral Agent acting in such capacities; provided that such rights, powers protections, benefits, immunities and discretions that are specifically given to it under indemnities shall be in addition to, and not in limitation of, any rights, protections, benefits, immunities and indemnities provided in the Security Custodian Agreement, the Account Control Agreement or any other Facility Documents or other documents to which it U.S. Bank, U.S. Bank National Association or the Collateral Agent in such capacity is a party, together with any other incidental rights, powers and discretions, and . (iil) execute each document expressed to be executed by the Collateral Agent on its behalf. The Collateral Agent will shall not have no any obligation to determine if a Collateral Asset meets the criteria specified in the definition of Eligible Collateral Asset or if the requirements set forth in the definition of “Deliver” have been satisfied. (m) The Collateral Agent shall not have any duties or obligations except those expressly set forth in the Security Facility Documents to which it is party; provided that and no provision of this Indenture implied duties shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act read into this Agreement against or its own willful misconduct. Notwithstanding the generality of the foregoing: (a) The duties and obligations of the Collateral Agent shall be determined solely by the express provisions of this Indenture and the Collateral Agent shall not be liable to any party hereto or to any Security Document to which it is a party by reason of any failure on the part of any other party hereto or any maker, guarantor, endorser or other signatory of any document or any other Person to perform such Person’s obligations under any such documentthe Collateral Agent. (bn) The Collateral Agent shall not be responsible in under any manner for obligation (i) to monitor, determine or verify the validity, enforceability unavailability or sufficiency cessation of this Indenture, the Security Documents SOFR Rate (or any Collateral delivered under the Security Documentsother applicable index, floating rate, interest rate or Benchmark Replacement), or for whether or when there has occurred, or to give notice to any other transaction party of the value occurrence of, any Benchmark Replacement Date, Benchmark Transition Event or collectability of Benchmark Unavailability Period, (ii) to select, determine or designate any Notes, Pari Passu Indebtedness covered by the Security Documents Benchmark Replacement or other instrumentalternate benchmark rate, or other successor or replacement rate, or whether any conditions to the designation of such a rate have been satisfied, or (iii) to select, determine or designate any Benchmark Replacement Adjustment or other modifier to any Benchmark Replacement or other replacement or successor rate or index, or (iv) to determine whether or what Conforming Changes are necessary or advisable, if any, so delivered, or for in connection with any representations made or obligations assumed by any party other than of the Collateral Agent. foregoing. (o) The Collateral Agent shall not be bound to examine or inquire into or be liable for any defect inability, failure or failure delay on its part to perform any of its duties set forth in the right or title this Agreement as a result of the Grantors to all unavailability of the SOFR Rate (or any Benchmark Replacement or other applicable index, floating rate or other Interest Rate) and absence of any Benchmark Replacement or other replacement index or floating rate, including as a result of any inability, delay, error or inaccuracy on the assets whether part of any other transaction party, including without limitation the Administrative Agent, the Borrower or the Servicer, in providing any direction, instruction, notice or information required or contemplated by the terms of this Agreement and reasonably required for the performance of such defect or failure was known to the Collateral Agent or might have been discovered upon examination or inquiry and whether capable of remedy or notduties.

The Collateral Agent. By accepting a Note, each Holder is deemed to have irrevocably appointed the Collateral Agent to act as its agent under the Security Documents and irrevocably authorized the Collateral Agent to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Security Documents or other documents to which it is a party, together with any other incidental rights, powers and discretions, and (ii) execute each document expressed to be executed by the Collateral Agent on its behalf. The Collateral Agent will have no duties or obligations except those expressly set forth in the Security Documents to which it is party; provided that no provision of this Indenture shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconduct. Notwithstanding the generality Each of the foregoingLenders party hereto hereby irrevocably agrees, authorizes and directs that the Administrative Agent: (a) The duties shall also act as the “collateral agent” under the Fundamental Documents, and obligations each of such Lenders and Issuing Lenders thereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders for purposes of acquiring, holding and enforcing any and all Liens on Collateral to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto, and directs the Administrative Agent to enter into each Collateral Document for the benefit of the Lenders and the other Secured Parties and any related intercreditor agreement reasonably satisfactory to the Administrative Agent. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.7 of the Credit Agreement for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be determined solely by entitled to the express benefits of all provisions of this Indenture Article 8 of the Credit Agreement and Article 10 of the Collateral Agent shall not be liable to any party hereto or to any Security Document to which it is a party by reason Credit Agreement (including Sections 10.4 and 10.5 of any failure on the part of any other party hereto or any makerCredit Agreement, guarantoras though such co-agents, endorser or other signatory of any document or any other Person to perform such Person’s obligations sub-agents and attorneys-in-fact were the “collateral agent” under any such documentthe Fundamental Documents) as if set forth in full herein with respect thereto. (b) at its option and in its discretion, to release any Lien on any property granted to or held by the Administrative Agent under any Fundamental Document (i) upon termination of the Commitments and payment in full of all Obligations at any time arising under or in respect of the Credit Agreement or the other Fundamental Documents or the transactions contemplated thereby, (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted by the Credit Agreement (including, without limitation the release of any Lien on property of Hotels Spinco and its Subsidiaries securing the Obligations hereunder upon the consummation of the Hotels Spin-Off), (iii) if the Obligations are no longer required to be secured pursuant to Section 6.3(k) and/or (iv) if approved, authorized or ratified in writing in accordance with Section 10.9 of the Credit Agreement. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release its interest in particular types or items of property pursuant to this Section. The Collateral Administrative Agent shall not be responsible in for or have a duty to ascertain or inquire into any manner for representation or warranty regarding the validityexistence, enforceability or sufficiency of this Indenture, the Security Documents or any Collateral delivered under the Security Documents, or for the value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any Notes, Pari Passu Indebtedness covered certificate prepared by the Security Documents Borrower or other instrumentany Subsidiary in connection therewith, if any, so delivered, nor shall the Administrative Agent be responsible or liable to the Lenders for any representations made failure to monitor or obligations assumed by maintain any party other than the Collateral Agent. The Collateral Agent shall not be bound to examine or inquire into or be liable for any defect or failure in the right or title portion of the Grantors to all or any of the assets whether such defect or failure was known to the Collateral Agent or might have been discovered upon examination or inquiry and whether capable of remedy or notCollateral.

The Collateral Agent. By accepting a Note, each Holder is deemed to have irrevocably appointed 2.1. General Authority of the Collateral Agent over the Collateral. (a) By acceptance of the benefits of this Agreement and the Security Documents, each Secured Party shall be deemed irrevocably (i) to consent to the appointment of the Collateral Agent as its agent hereunder and under the Security Documents, (ii) to confirm that the Collateral Agent shall have the authority to act as its the exclusive agent under of such Secured Party for executing and delivering any amendments to the Security Documents and enforcement of any provisions of this Agreement and the Security Documents against any Grantor or the exercise of remedies hereunder or thereunder, in accordance with and to the extent consistent with this Agreement and the Security Documents, (iii) to agree, except as provided in this Agreement and the Security Documents, that such Secured Party shall not take any action (other than through the Collateral Agent) to enforce any provisions of this Agreement or any Security Document against any Grantor or to exercise any remedy hereunder or thereunder and (iv) to agree to be bound by the terms of this Agreement and the Security Documents. Each Representative of the Other Secured Parties, for itself and on behalf of such Other Secured Parties, hereby irrevocably authorized constitutes and appoints the Collateral Agent to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Security Documents any officer or other documents to which it is a party, together with any other incidental rights, powers and discretions, and (ii) execute each document expressed to be executed by the Collateral Agent on its behalf. The Collateral Agent will have no duties or obligations except those expressly set forth in the Security Documents to which it is party; provided that no provision of this Indenture shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconduct. Notwithstanding the generality of the foregoing: (a) The duties and obligations agent of the Collateral Agent shall be determined solely by Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the express provisions place and stead of such Representative and Other Secured Parties, as applicable, or in the Collateral Agent's own name, from time to time in the Collateral Agent's discretion, for the purpose of carrying out the terms of this Indenture Section 2.1, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Section 2.1, including any termination statements, endorsements or other instruments of transfer or release, in accordance with this Agreement and the Collateral Agent shall not be liable to any party hereto or to any Security Document to which it is a party by reason of any failure on the part of any other party hereto or any maker, guarantor, endorser or other signatory of any document or any other Person to perform such Person’s obligations under any such documentDocuments. (b) The Collateral Agent shall not be responsible in any manner for the validityhereby agrees that it holds and will hold all of its right, enforceability or sufficiency of this Indenturetitle and interest in, to and under the Security Documents or any Collateral delivered under the Security Documents, or for the value or collectability of any Notes, Pari Passu Indebtedness covered by the Security Documents or other instrument, if any, so delivered, or for any representations made or obligations assumed by any party other than and the Collateral Agent. The Collateral Agent shall not be bound to examine or inquire into or be liable for any defect or failure in the right or title of the Grantors to all or any of the assets whether such defect or failure was known granted to the Collateral Agent thereunder whether now existing or might have been discovered upon examination or inquiry hereafter arising (all such right, title and whether capable interest being hereinafter referred to as the "Collateral Estate") under and subject to the conditions set forth in this Agreement and the Security Documents; and the Collateral Agent further agrees that it will hold such Collateral Estate in trust for the ratable benefit of remedy or notthe Secured Parties, for the enforcement of the payment of all Secured Obligations secured by the Collateral (subject to the limitations and priorities set forth herein and in the Security Documents) and as security for the performance of and compliance with the covenants and conditions of this Agreement and each of the Security Documents.

The Collateral Agent. By accepting a Note, each Holder U.S. Bank National Association has been appointed Collateral Agent for the Secured Parties hereunder pursuant to the Indenture. It is deemed expressly understood and agreed by the parties to have irrevocably appointed this Security Agreement that any authority conferred upon the Collateral Agent hereunder is subject to act as its agent under the Security Documents and irrevocably authorized terms of the delegation of authority made by the Secured Parties to the Collateral Agent pursuant to the Indenture, and that the Collateral Agent has agreed to act (iand any successor Collateral Agent shall act) perform as such hereunder only on the duties and exercise express conditions contained in the Indenture. Any successor Collateral Agent appointed pursuant to the Indenture shall be entitled to all the rights, powers interests and discretions that are specifically given to it under the Security Documents or other documents to which it is a party, together with any other incidental rights, powers and discretions, and (ii) execute each document expressed to be executed by the Collateral Agent on its behalf. The Collateral Agent will have no duties or obligations except those expressly set forth in the Security Documents to which it is party; provided that no provision of this Indenture shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconduct. Notwithstanding the generality of the foregoing: (a) The duties and obligations benefits of the Collateral Agent hereunder. Beyond the exercise of reasonable care in the custody thereof, the Collateral Agent shall be determined solely by have no duty as to the express provisions Collateral in its possession or control or in the possession or control of this Indenture any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and the Collateral Agent shall not be liable to responsible for filing any party hereto financing or to continuation statements or recording any Security Document to which it is a party by reason documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any failure on security interest in the part of any other party hereto or any maker, guarantor, endorser or other signatory of any document or any other Person to perform such Person’s obligations under any such document. (b) The Collateral Agent shall not be responsible in any manner for the validity, enforceability or sufficiency of this Indenture, the Security Documents or any Collateral delivered under the Security Documents, or for the value or collectability of any Notes, Pari Passu Indebtedness covered by the Security Documents or other instrument, if any, so delivered, or for any representations made or obligations assumed by any party other than the Collateral AgentCollateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property and shall not be bound to examine liable or inquire into or be liable responsible for any defect loss or failure diminution in the right value of any of the Collateral, by reason of the act or title omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Agent in good faith. Notwithstanding anything in this Security Agreement to the contrary and for the avoidance of doubt, the Collateral Agent shall have no duty to act outside of the United States in respect of any Collateral located in any jurisdiction other than the United States. Each of the Grantors to hereby acknowledges and agrees that all or any of the assets whether such defect or failure was known to rights, privileges, protections, indemnities and immunities afforded the Collateral Agent or might have been discovered upon examination or inquiry and whether capable of remedy or notunder the Indenture are hereby incorporated herein as if set forth herein in full.

The Collateral Agent. By accepting a NoteEach of the Secured Parties, each Holder is deemed to have by its acceptance of the benefits hereof, hereby irrevocably appointed appoints the Collateral Agent as its agent and authorizes the Collateral Agent to act take such actions on its behalf and to exercise such powers as its agent under the Security Documents and irrevocably authorized are delegated to the Collateral Agent to (i) perform by the duties and exercise the rights, powers and discretions that are specifically given to it under terms of the Security Documents or other documents to which it is a partyDocuments, together with any other such actions and powers as are reasonably incidental rights, powers and discretions, and (ii) execute each document expressed to be executed by thereto. The bank serving as the Collateral Agent on hereunder shall have the same rights and powers in its behalfcapacity as a Lender as any other Lender and may exercise the same as though it were not the Collateral Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not the Collateral Agent hereunder. The Collateral Agent will shall not have no any duties or obligations except those expressly set forth in the Security Documents to which it is party; provided that no provision of this Indenture shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconductDocuments. Notwithstanding Without limiting the generality of the foregoing: , (a) The duties and obligations of the Collateral Agent shall not be determined solely subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the express provisions Security Documents that the Collateral Agent is required to exercise in writing by the Required Lenders or the Requisite Secured Parties, as applicable, pursuant to Article II hereof, and (c) except as expressly set forth in the Security Documents, the Collateral Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of this Indenture its Subsidiaries that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders or the Requisite Secured Parties, as applicable, pursuant to Article II hereof, or in the absence of its own gross negligence or wilful misconduct. The Collateral Agent shall be deemed not to have knowledge of any Default, Event of Default or Triggering Event, as applicable, unless and until written notice thereof is given to the Collateral Agent by any Borrower, the Administrative Agent or the Senior Note Trustee, as applicable, and the Collateral Agent shall not be liable responsible for or have any duty to ascertain or inquire into (i) any party hereto statement, warranty or to representation made in or in connection with any Security Loan Document to which it is a party by reason or the Senior Note Indenture, (ii) the contents of any failure on certificate, report or other document delivered thereunder or in connection therewith, (iii) the part performance or observance of any other party hereto or any makerof the covenants, guarantor, endorser agreements or other signatory terms or conditions set forth in any Loan Document or the Senior Note Indenture, (iv) the validity, enforceability, effectiveness or genuineness of any document Loan Document, the Senior Note Indenture or any other Person agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV of the Credit Agreement or elsewhere in any Loan Document or the Senior Note Indenture, other than to perform such Person’s obligations confirm receipt of items expressly required to be delivered to the Collateral Agent under any such document. (b) the Loan Documents. The Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Collateral Agent may consult with legal counsel (who may be counsel for the Company), independent accountants and other experts selected by it, and shall not be responsible liable for any action taken or not taken by it in any manner for accordance with the validity, enforceability or sufficiency of this Indenture, the Security Documents or any Collateral delivered under the Security Documents, or for the value or collectability advice of any Notessuch counsel, Pari Passu Indebtedness covered accountants or experts. The Collateral Agent may perform any and all its duties and exercise its rights and powers by the Security Documents or other instrument, if any, so delivered, through any one or for any representations made or obligations assumed more sub-agents appointed by any party other than the Collateral Agent. The Collateral Agent shall not be bound to examine or inquire into or be liable for and any defect or failure in the right or title such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the Grantors preceding paragraphs shall apply to all or any such sub-agent and to the Related Parties of the assets whether such defect or failure was known to the Collateral Agent or might and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for in the Credit Agreement as well as activities as Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this paragraph, the Collateral Agent may resign at any time by notifying the Lenders, the Issuing Banks, the Senior Note Trustee and the Company. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been discovered upon examination so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Secured Parties, the Lenders and the Issuing Banks, appoint a successor Collateral Agent which shall be a bank with an office in New York, New York, or inquiry an Affiliate of any such bank (unless otherwise agreed by the Company and whether capable the Required Lenders). Upon the acceptance of remedy its appointment as Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the Collateral Agent's resignation hereunder, the provisions of this Article and Section 4.03 shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective Related Parties in respect of any actions taken or notomitted to be taken by any of them while it was acting as Collateral Agent.

The Collateral Agent. By accepting a Note(a) Each Lender, each Holder is deemed to have the Administrative Agent and the Issuing Bank hereby irrevocably appointed (i) designate FRG as Collateral Agent under this Agreement and the other Loan Documents, (ii) authorize the Collateral Agent to act as its agent under enter into the Security Collateral Documents and irrevocably authorized the Collateral Agent to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Security other Loan Documents or other documents to which it is a partyparty and to perform its duties and obligations thereunder, together with any other all powers reasonably incidental rights, powers and discretionsthereto, and (iiiii) execute each document expressed agree and consent to all of the provisions of the Security Documents. All Collateral shall be executed held or administered by the Collateral Agent on (or its behalfduly-appointed agent) for its benefit and for the ratable benefit of the other Secured Parties. Any proceeds received by the Collateral Agent from the foreclosure, sale, lease or other disposition of any of the Collateral and any other proceeds received pursuant to the terms of the Security Documents or the other Loan Documents shall be paid over to the Administrative Agent for application as provided in Section 2.20, Section 2.24 or Section 7.04, as applicable. The Collateral Agent will shall have no duties or obligations responsibilities except those expressly as set forth in this Agreement and the remaining Loan Documents, nor shall it have any fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations, or liabilities shall be read into the Loan Documents or otherwise exist against the Collateral Agent. (b) Each Lender, the Issuing Bank and each Secured Party that is owed any Canadian Liabilities hereby irrevocably designate Bank of America, N.A. [acting through its Canada branch] as the Canadian Agent under this Agreement and the other Loan Documents with respect to the Collateral hypothecated and granted as security by the Canadian Borrower. The Lenders, the Issuing Bank and each Secured Party that is owed any Canadian Liabilities each hereby irrevocably authorizes the Canadian Agent (i) to enter into the Security Documents to which it is party; provided that no provision a party and to perform its duties and obligations thereunder, together with all powers reasonably incidental thereto, and (ii) agree and consent to all of this Indenture the provisions of the Security Documents. All Collateral from the Canadian Borrower shall be construed to relieve held or administered by the Canadian Agent (or its duly-appointed agent) for its benefit and for the ratable benefit of the other Secured Parties who are owed any Canadian Liabilities. Any proceeds received by the Canadian Agent from the foreclosure, sale, lease or other disposition of any of the Collateral from the Canadian Borrower and any other proceeds received pursuant to the terms of the Security Documents or the other Loan Documents from the Canadian Borrower shall be applied as provided in Section 2.20, Section 2.24 or Section 7.04, as applicable. The Canadian Agent from liability for its own negligent actionshall have no duties or responsibilities except as set forth in this Agreement and the remaining Loan Documents, its own negligent failure to act nor shall it have any fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations, or its own willful misconduct. Notwithstanding liabilities shall be read into the Loan Documents or otherwise exist against the Canadian Agent. (c) Without limiting the generality of the foregoing: (a) The duties and obligations , for the purposes of creating a solidarite active in accordance with article 1541 of the Collateral Civil Code of Quebec between each Secured Party that is owed any Canadian Liabilities, taken individually, on the one hand, and the Canadian Agent, on the other hand, each of the Canadian Borrower and each such Secured Party acknowledge and agree with the Canadian Agent shall be determined solely that such Secured Party and the Agent are hereby conferred the legal status of solidary creditors of the Canadian Borrower in respect of all Obligations and Canadian Liabilities, present and future, owed by the express provisions Canadian Borrower to each such Secured Party and the Canadian Agent (collectively, for the purposes of this Indenture paragraph, the "solidary claim"). Accordingly, but subject (for the avoidance of doubt) to article 1542 of the Civil Code of Quebec, the Canadian Borrower is irrevocably bound towards the Canadian Agent and each such Secured Party in respect of the entire solidary claim of the Canadian Agent and such Secured Party. As a result of the foregoing, the Canadian Borrower confirms and agrees that subject to subparagraph (b) above, the rights of the Canadian Agent and each of its Secured Parties who are owed Canadian Liabilities from time to time a party to this Agreement by way of assignment or otherwise are solidary and as regards the Obligations and the Canadian Liabilities owing from time to time to each such Secured Party, each of the Canadian Agent and such Secured Party is entitled, when permitted pursuant to Section 7.02 to: (i) demand payment of all outstanding amounts from time to time in respect of the Canadian Liabilities; (ii) exact the whole performance of such Canadian Liabilities from the Canadian Borrower; (iii) benefit from the Canadian Agent's Liens and the Collateral Agent shall not in respect of such Canadian Liabilities; (iv) give a full acquittance of such Canadian Liabilities (each Secured Party that is owed Canadian Liabilities hereby agreeing to be liable to any party hereto or to any Security Document to which it is a party bound by reason of any failure on the part of any other party hereto or any maker, guarantor, endorser or other signatory of any document or any other Person to perform such Person’s obligations under any such document. acquittance); and (bv) The Collateral Agent shall not be responsible in any manner for the validity, enforceability or sufficiency of this Indenture, the Security Documents or any Collateral delivered exercise all rights and recourses under the Security Documents, or for Loan Documents with respect to those Canadian Liabilities. The Canadian Liabilities of the value or collectability of any Notes, Pari Passu Indebtedness covered Canadian Borrower will be secured by the Security Documents or other instrument, if any, so delivered, or for any representations made or obligations assumed by any party other than Canadian Agent's Liens and the Collateral Agent. The Collateral and the Canadian Agent shall not be bound to examine or inquire into or be liable for any defect or failure in and the right or title of the Grantors to all or any of the assets whether such defect or failure was known to the Collateral Agent or might Secured Parties who are owed Canadian Liabilities will have been discovered upon examination or inquiry and whether capable of remedy or nota solidary interest therein.

The Collateral Agent. By accepting a Note, each Holder is deemed to have irrevocably appointed (a) The Administrative Agent and the Lenders hereby appoint Deutsche Bank National Trust Company as the Collateral Agent and authorize the Collateral Agent to act take such action as its agent on their behalf and to exercise such powers under this Agreement and the Security other Credit Documents as are expressly delegated to the Collateral Agent under such agreements and irrevocably authorized to exercise such powers as are reasonably incidental thereto. Without limiting the foregoing, the Administrative Agent and the Lenders hereby direct and authorize the Collateral Agent to (i) execute and deliver, and to perform its obligations under, each of the duties and Credit Documents to which the Collateral Agent is a party, to exercise the all rights, powers and discretions remedies that are specifically given to it under the Security Documents or other documents to which it is a party, together with any other incidental rights, powers and discretions, and (ii) execute each document expressed to be executed by the Collateral Agent on its behalfmay have under such Credit Documents. The Collateral Agent will have no duties or obligations except those expressly set forth in shall act solely as the Security Documents to which it is party; provided that no provision agent of this Indenture the Lenders and the Administrative Agent and neither the Borrower nor any other Person shall be construed to relieve a third party beneficiary of the Collateral Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconduct. Notwithstanding Agent’s rights and duties under the Credit Documents. (b) Without limiting the generality of the foregoing: (a) The duties and obligations of , the Collateral Agent shall be determined solely by have the express provisions of this Indenture sole and exclusive right and authority to (i) act as the disbursing and collecting agent for the Lenders and the Administrative Agent with respect to all payments and collections arising in connection herewith and with the Collateral Agent shall not be liable to any party hereto or to any Documents, including, without limitation, apply the Available Amount and the Variation Margin Amount in accordance with Article VI of the Security Agreement, (ii) execute and deliver each Collateral Document to which it is a party and accept delivery of each such agreement delivered by reason the Borrower, any Subordinated Lender or the Warehouse Collateral Manager, (iii) act as collateral agent for the Lenders and the Administrative Agent for purposes of the perfection of all security interests and Liens created by such agreements and all other purposes stated therein, provided, however, that the Lenders hereby appoint, authorize and direct the Administrative Agent and each of its Affiliates to act as collateral sub-agent for the Collateral Agent and the Lenders for purposes of the perfection of all security interests and Liens with respect to the Collateral, including the Custodial Account, the Variation Margin Account, the Reserve Account and any failure other deposit or securities accounts maintained by the Securities Intermediary and cash and Eligible Investments held by the Borrower or the Securities Intermediary on behalf of the part Borrower, (iv) manage, supervise and otherwise deal with the Collateral, as directed by the Administrative Agent, (v) take such action, as directed by the Administrative Agent, as is necessary or desirable to maintain the perfection and priority of the security interests and Liens created or purported to be created by the Collateral Documents and (vi) except as may be otherwise specifically restricted by the terms hereof or of any other party hereto Credit Document, exercise all remedies given to the Collateral Agent, the Administrative Agent or any makerthe Lenders with respect to the Collateral under the Credit Documents relating thereto, guarantorapplicable law or otherwise, endorser or other signatory of any document or any other Person to perform such Person’s obligations under any such documentas directed by the Administrative Agent. (bc) The Collateral Agent may be removed or resign, and a successor ▇▇▇▇▇▇▇▇▇▇ Agent may be appointed, as set forth in Section 5.7 of the Security Agreement. (d) The Collateral Agent shall not be responsible in any manner for enjoy the validitysame rights, enforceability or sufficiency of this Indentureprotections, immunities and indemnities granted to it under the Collateral Documents, including the Security Documents or any Collateral delivered under the Security DocumentsAgreement, or for the value or collectability of any Notes, Pari Passu Indebtedness covered by the Security Documents or other instrument, if any, so delivered, or for any representations made or obligations assumed by any party other than the Collateral Agent. The Collateral Agent shall not be bound to examine or inquire into or be liable for any defect or failure in the right or title of the Grantors to all or any of the assets whether such defect or failure was known to the Collateral Agent or might have been discovered upon examination or inquiry and whether capable of remedy or notwhen acting hereunder.

The Collateral Agent. By accepting a Note, each Holder A. The Collateral Agent shall hold in accordance with this Agreement all items of the Collateral at any time received under this Agreement. It is deemed to have irrevocably appointed expressly understood and agreed that the obligations of the Collateral Agent to act as its agent under the Security Documents and irrevocably authorized holder of the Collateral Agent and interests therein and with respect to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Security Documents or other documents to which it is a party, together with any other incidental rights, powers and discretionsdisposition thereof, and (ii) execute each document expressed to be executed by the Collateral Agent on its behalf. The Collateral Agent will have no duties or obligations except otherwise under this Agreement, are only those expressly set forth in this Agreement. The Collateral Agent shall act hereunder on the Security Documents terms and conditions set forth herein and shall have no liability to which it is party; provided that no provision of this Indenture any Secured Creditor in so acting. B. No single Secured Creditor shall be construed have the right to relieve cause the Collateral Agent to take any action with respect to the Collateral and the Collateral Agent shall take such action with respect to the Collateral as directed by the Required Secured Creditors consistent with the terms and conditions of this Agreement. If the Collateral Agent shall request instructions from liability for its own negligent action, its own negligent the Required Secured Creditors with respect to any act or action (including failure to act or its own willful misconduct. Notwithstanding the generality of the foregoing: (aact) The duties and obligations of in connection with this Agreement, the Collateral Agent shall be determined solely by entitled to refrain from such act or taking such action unless and until it shall have received instructions from the express provisions Required Secured Creditors, and to the extent requested, appropriate indemnification in respect of this Indenture actions to be taken; and the Collateral Agent shall not be liable incur liability to any party hereto or to any Security Document to which it is a party Person by reason of so refraining. Without limiting the foregoing, no Secured Creditor shall have any failure on right of action whatsoever against the part Collateral Agent as a result of any other party hereto the Collateral Agent acting or any maker, guarantor, endorser or other signatory refraining from action hereunder in accordance with the instructions of any document or any other Person to perform such Person’s obligations under any such documentthe Required Secured Creditors as aforesaid. (b) C. The Collateral Agent shall not be responsible in any manner has been appointed as agent for the validityBanks hereunder by the Banks and shall be entitled to the benefits of Section 10 of the Credit Agreement, enforceability MUTATIS MUTANDIS. By requesting, asserting, accepting or sufficiency of this Indentureenforcing any benefits hereunder, the Security Documents or any Collateral delivered under Indenture Trustee and the Security Documentsholders of the Debentures agree that the provisions of Section 10 of the Credit Agreement shall apply, or for the value or collectability of any NotesMUTATIS MUTANDIS, Pari Passu Indebtedness covered by the Security Documents or other instrument, if any, so delivered, or for any representations made or obligations assumed by any party other than to their relationship with the Collateral Agent. The Collateral Agent shall not be bound to examine or inquire into or be liable for any defect or failure in the right or title of the Grantors to all or any of the assets whether such defect or failure was known to the Collateral Agent or might have been discovered upon examination or inquiry and whether capable of remedy or not.

The Collateral Agent. By accepting a Note(a) Each Lender, each Holder is deemed to have the Administrative Agent and the Issuing Bank hereby irrevocably appointed (i) designate Bank of America as Collateral Agent under this Agreement and the other Loan Documents, (ii) authorize the Collateral Agent to act as its agent under enter into the Security Documents and irrevocably authorized the Collateral Agent to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Security other Loan Documents or other documents to which it is a party, together with any other incidental rights, powers and discretions, and (ii) execute each document expressed to be executed by the Collateral Agent on its behalf. The Collateral Agent will have no duties or obligations except those expressly set forth in the Security Documents to which it is party; provided that no provision of this Indenture shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconduct. Notwithstanding the generality of the foregoing: (a) The duties and obligations of the Collateral Agent shall be determined solely by the express provisions of this Indenture and the Collateral Agent shall not be liable to any party hereto or to any Security Document to which it is a party and to perform its duties and obligations thereunder, together with all powers reasonably incidental thereto, (iii) agree and consent to all of the provisions of the Security Documents and (iv) acknowledge and agree that, notwithstanding any provisions of the Loan Documents to the contrary, the Collateral Agent will not obtain a perfected security interest in the Borrowers’ Intellectual Property applied for or registered in jurisdictions outside of the United States or Canada as of the Effective Date. All Collateral shall be held or administered by reason the Collateral Agent (or its duly-appointed agent) for its benefit and for the ratable benefit of the other Secured Parties. Any proceeds received by the Collateral Agent from the foreclosure, sale, lease or other disposition of any failure on of the part of Collateral and any other party hereto proceeds received pursuant to the terms of the Security Documents or the other Loan Documents shall be paid over to the Administrative Agent for application as provided in Sections 2.18, 2.22, or 7.4, as applicable. The Collateral Agent shall have no duties or responsibilities except as set forth in this Agreement and the remaining Loan Documents, nor shall it have any makerfiduciary relationship with any Lender, guarantorand no implied covenants, endorser responsibilities, duties, obligations, or other signatory of any document liabilities shall be read into the Loan Documents or any other Person to perform such Person’s obligations under any such documentotherwise exist against the Collateral Agent. (b) The Collateral Agent shall not be responsible Without limiting the generality of the foregoing Section 8.2(a),for the purposes of creating a solidarité active in accordance with article 1541 of the Civil Code of Québec between each Secured Party that is owed any manner for Canadian Liabilities, taken individually, on the validityone hand, enforceability or sufficiency of this Indenture, the Security Documents or any Collateral delivered under the Security Documents, or for the value or collectability of any Notes, Pari Passu Indebtedness covered by the Security Documents or other instrument, if any, so delivered, or for any representations made or obligations assumed by any party other than and the Collateral Agent. The , on the other hand, each Canadian Credit Party and each such Secured Party acknowledge and agree with the Collateral Agent shall not be bound to examine or inquire into or be liable for any defect or failure in that such Secured Party and the right or title Collateral Agent are hereby conferred the legal status of solidary creditors of the Grantors Canadian Credit Parties in respect of all Canadian Liabilities, present and future, owed by any Canadian Credit Party to all each such Secured Party and the Collateral Agent (collectively, for the purposes of this paragraph, the “solidary claim”). Accordingly, but subject (for the avoidance of doubt) to article 1542 of the Civil Code of Québec, the Canadian Credit Parties are irrevocably bound towards the Collateral Agent and each such Secured Party in respect of the entire solidary claim of the Collateral Agent and such Secured Party. As a result of the foregoing, the Canadian Credit Parties confirm and agree that subject to Section 8.2(a), above, the rights of the Collateral Agent and each of the Secured Parties who are owed Canadian Liabilities from time to time a party to this Agreement or any of the assets whether other Loan Documents by way of assignment or otherwise are solidary and, as regards the Canadian Liabilities owing from time to time to each such defect or failure was known to Secured Party, each of the Collateral Agent or might and such Secured Party is entitled, when permitted pursuant to Section 8.2, to: (i) demand payment of all outstanding amounts from time to time in respect of the Canadian Liabilities; (ii) exact the whole performance of such Canadian Liabilities from the Canadian Credit Parties; (iii) benefit from the Collateral Agent’s Liens in the Collateral in respect of such Canadian Liabilities; (iv) give a full acquittance of such Canadian Liabilities (each Secured Party that is owed Canadian Liabilities hereby agreeing to be bound by any such acquittance); and (v) exercise all rights and recourses under the Loan Documents with respect to those Canadian Liabilities. The Canadian Liabilities of the Canadian Credit Parties will be secured by the Collateral Agent’s Liens in the Collateral and the Collateral Agent and the Secured Parties who are owed Canadian Liabilities will have been discovered upon examination or inquiry and whether capable of remedy or nota solidary interest therein.

The Collateral Agent. (a) By accepting a Note, each Holder is will be deemed to have irrevocably appointed the Collateral Agent to act as its agent under the Notes Security Documents and the Intercreditor Agreement and to have irrevocably authorized the Collateral Agent to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Notes Security Documents Documents, the Intercreditor Agreement or other documents to which it is a party, together with any other incidental rights, powers and discretions, ; and (ii) execute each document expressed to be executed by the Collateral Agent on its behalf. The Collateral Agent will have no duties or obligations except those expressly set forth in Each of the Security Documents to which it is party; provided that no provision of this Indenture shall be construed to relieve Holders hereby exempts the Collateral Agent from liability for its own negligent actionany restrictions on representing several persons and self-dealing under any applicable law, its own negligent failure to act or its own willful misconduct. Notwithstanding and in particular from the generality restrictions of Section 181 of the foregoing: German Civil Code (a) The duties and obligations of Bürgerliches Gesetzbuch), in each case to the Collateral Agent shall be determined solely by the express provisions of this Indenture and the Collateral Agent shall not be liable to any party hereto or to any Security Document to which it is a party by reason of any failure on the part of any other party hereto or any maker, guarantor, endorser or other signatory of any document or any other Person to perform extent legally possible for such Person’s obligations under any such documentHolder. (b) The Collateral Agent is authorized and empowered to appoint one or more subagents or co-collateral agents as it deems necessary or appropriate, including without limitation the Bank Collateral Agent (and any successor Bank Collateral Agent). (c) The Collateral Agent shall have all the rights and protection provided in the Notes Security Documents as well as the rights and protections afforded to the Trustee in Sections 7.2 and 7.6 hereof; provided, however, that the Issuers shall not reimburse any expense or indemnify against any loss, liability or expense incurred by the Collateral Agent through the Collateral Agent’s own willful misconduct, gross neglience or bad fath. (d) Subject to Section 7.1 hereof, none of the Trustee, the Collateral Agent or any of their respective officers, directors, employees, attorneys or agents will be responsible in any manner or liable for the validityexistence, enforceability genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Notes Security Documents, for the creation, perfection, priority, sufficiency or protection of any Lien securing the Notes or any defect or deficiency as to any such matters. (e) Subject to the Notes Security Documents, except as directed by the Trustee as required or permitted by this Indenture, the Holders acknowledge that the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any Lien securing the Notes; or (iii) to take any other action whatsoever with regard to any or all Liens securing the Notes, the Notes Security Documents or any the Collateral. (f) In acting as Collateral delivered under the Security DocumentsAgent, co-collateral agent or for the value or collectability of any Notessub-collateral agent, Pari Passu Indebtedness covered by the Security Documents or other instrument, if any, so delivered, or for any representations made or obligations assumed by any party other than the Collateral Agent. , each co-collateral agent and each sub-collateral agent may rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (g) The Collateral Agent shall not be bound is hereby appointed and authorized to examine or inquire into or be liable act as the person holding the power of attorney of creditors (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Québec; in such capacity, the “Attorney”) in order to hold any hypothec granted under the laws of the Province of Quebec as security for any defect debenture, bond or failure in the right or other title of indebtedness that may be issued and secured pursuant to a deed of hypothec and to exercise such rights and duties as are conferred upon a fondé de pouvoir under any such deed of hypothec and applicable laws (with the Grantors power to all delegate any such rights or any of duties) subject to the assets whether terms hereof. Moreover, without prejudice to such defect or failure was known appointment and authorization to act as Attorney, the Collateral Agent is hereby appointed and authorized to act as agent and custodian (in such capacity, the “Collateral Custodian”) for and on behalf of itself and the Holders to hold, and to be the sole registered holder of, any bond, debenture or might other title of indebtedness which may be issued under or secured by any deed of hypothec, the whole notwithstanding Section 32 of the Act respecting the special powers of legal persons (Quebec) or any other applicable law. For greater certainty, the Collateral Agent, in acting as Attorney and Collateral Custodian, shall have been discovered upon examination or inquiry the same rights, powers, immunities, indemnities and whether capable exclusions for liability as are prescribed in favour of remedy or notthe Collateral Agent in this Indenture, which shall apply mutatis mutandis. In the event of the resignation and appointment of a successor Collateral Agent, such successor Collateral Agent also shall act as Attorney and Collateral Custodian. Any Person who becomes a Holder shall be deemed to have consented to and confirmed: (i) the Attorney as the person holding the power of attorney as aforesaid and to have ratified, as of the date it becomes a Holder, all actions taken by the Attorney in such capacity, and (ii) the Collateral Custodian as the agent and custodian as aforesaid and to have ratified, as of the date it becomes a Holder, all actions taken by the Collateral Custodian in such capacity.

The Collateral Agent. By accepting a Noteshall notify the Administrative Agent, each Holder is deemed Lender and the Administrative Borrower in writing of each such Collateral Agent Advance, which notice shall include a description of the purpose of such Collateral Agent Advance. Without limitation to have irrevocably appointed its obligations pursuant to Section 10.05, each Lender agrees that it shall make available to the Collateral Agent, upon the Collateral Agent's demand, in Dollars in immediately available funds, the amount equal to such Lender's Pro Rata Share of each such Collateral Agent Advance. If such funds are not made available to the Collateral Agent to act as its agent under the Security Documents and irrevocably authorized the Collateral Agent to (i) perform the duties and exercise the rightsby such Lender, powers and discretions that are specifically given to it under the Security Documents or other documents to which it is a party, together with any other incidental rights, powers and discretions, and (ii) execute each document expressed to be executed by the Collateral Agent on its behalf. The Collateral Agent will have no duties or obligations except those expressly set forth in the Security Documents to which it is party; provided that no provision of this Indenture shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconduct. Notwithstanding the generality of the foregoing: (a) The duties and obligations of the Collateral Agent shall be determined solely entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Collateral Agent, at the Federal Funds Rate for three Business Days and thereafter at the Reference Rate. (b) The Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the express provisions Collateral Agent upon any Collateral upon termination of the Total Commitment and payment and satisfaction of all Loans, Letter of Credit Obligations, and all other Obligations which have matured and which the Collateral Agent has been notified in writing are then due and payable; or constituting property being sold or disposed of in compliance with the terms of this Indenture Agreement and the other Loan Documents; or constituting property in which the Loan Parties owned no interest at the time the Lien was granted or at any time thereafter; or (subject to Section 12.02) if approved, authorized or ratified in writing by the Required Lenders; or to subordinate any Lien on any property granted to the Collateral Agent to the holder of any Lien on such property permitted by clauses (e) or (h) of the definition of Permitted Liens. Upon request by the Collateral Agent at any time, the Lenders will confirm in writing the Collateral Agent's authority to release particular types or items of Collateral pursuant to this Section 10.08(b). (c) Without in any manner limiting the Collateral Agent's authority to act without any specific or further authorization or consent by the Lenders (as set forth in Section 10.08(b)), each Lender agrees to confirm in writing, upon request by the Collateral Agent, the authority to release Collateral conferred upon the Collateral Agent under Section 10.08(b). Upon receipt by the Collateral Agent of confirmation from the Lenders of its authority to release any particular item or types of Collateral, and upon prior written request by any Loan Party, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Collateral Agent for the benefit of the Agents, the L/C Issuer and the Lenders upon such Collateral; provided, however, that (i) the Collateral Agent shall not be liable required to execute any party hereto such document on terms which, in the Collateral Agent's reasonable business judgment, would expose the Collateral Agent to liability or to create any Security Document to which it is a party by reason obligations or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations of any failure on Loan Party in respect of) all interests in the part of Collateral retained by any other party hereto or any maker, guarantor, endorser or other signatory of any document or any other Person to perform such Person’s obligations under any such documentLoan Party. (bd) The Collateral Agent shall not be responsible in have no obligation whatsoever to any manner for Lender to assure that the validity, enforceability Collateral exists or sufficiency of this Indenture, the Security Documents or any Collateral delivered under the Security Documents, or for the value or collectability of any Notes, Pari Passu Indebtedness covered is owned by the Security Documents Loan Parties or other instrumentis cared for, if any, so delivered, protected or for any representations made insured or obligations assumed by any party other than has been encumbered or that the Collateral Agent. The Collateral Agent shall not be bound to examine or inquire into or be liable for any defect or failure in the right or title of the Grantors to all or any of the assets whether such defect or failure was known Lien granted to the Collateral Agent pursuant to this Agreement or might any other Loan Document has been properly or sufficiently or lawfully created, perfected, protected or enforced or is entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 10.08 or in any other Loan Document, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent's own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have been discovered upon examination no duty or inquiry and whether capable of remedy or notliability whatsoever to any other Lender, except as otherwise provided herein.

The Collateral Agent. By accepting a Note(a) Each Lender, each Holder is deemed to have the Administrative Agent and the Issuing Bank hereby irrevocably appointed (i) designate Bank of America as Collateral Agent under this Agreement and the other Loan Documents, (ii) authorize the Collateral Agent to act as its agent under enter into the Security Collateral Documents and irrevocably authorized the Collateral Agent to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Security other Loan Documents or other documents to which it is a partyparty and to perform its duties and obligations thereunder, together with any other all powers reasonably incidental rights, powers and discretionsthereto, and (iiiii) execute each document expressed agree and consent to all of the provisions of the Security Documents. All Collateral shall be executed held or administered by the Collateral Agent on (or its behalfduly-appointed agent) for its benefit and for the ratable benefit of the other Secured Parties. Any proceeds received by the Collateral Agent from the foreclosure, sale, lease or other disposition of any of the Collateral and any other proceeds received pursuant to the terms of the Security Documents or the other Loan Documents shall be paid over to the Administrative Agent for application as provided in Section 2.20, Section 2.24 or Section 7.04, as applicable. The Collateral Agent will shall have no duties or obligations responsibilities except those expressly as set forth in this Agreement and the remaining Loan Documents, nor shall it have any fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations, or liabilities shall be read into the Loan Documents or otherwise exist against the Collateral Agent. (b) Each Lender, the Issuing Bank and each Secured Party that is owed any Canadian Liabilities hereby irrevocably designate Bank of America, N.A. (acting through its Canada branch) as the Canadian Agent under this Agreement and the other Loan Documents with respect to the Collateral hypothecated and granted as security by the Canadian Borrower. The Lenders, the Issuing Bank and each Secured Party that is owed any Canadian Liabilities each hereby irrevocably authorizes the Canadian Agent (i) to enter into the Security Documents to which it is party; provided that no provision a party and to perform its duties and obligations thereunder, together with all powers reasonably incidental thereto, and (ii) agree and consent to all of this Indenture the provisions of the Security Documents. All Collateral from the Canadian Borrower shall be construed to relieve held or administered by the Canadian Agent (or its duly-appointed agent) for its benefit and for the ratable benefit of the other Secured Parties who are owed any Canadian Liabilities. Any proceeds received by the Canadian Agent from the foreclosure, sale, lease or other disposition of any of the Collateral from the Canadian Borrower and any other proceeds received pursuant to the terms of the Security Documents or the other Loan Documents from the Canadian Borrower shall be applied as provided in Section 2.20, Section 2.24 or Section 7.04, as applicable. The Canadian Agent from liability for its own negligent actionshall have no duties or responsibilities except as set forth in this Agreement and the remaining Loan Documents, its own negligent failure to act nor shall it have any fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations, or its own willful misconduct. Notwithstanding liabilities shall be read into the Loan Documents or otherwise exist against the Canadian Agent. (c) Without limiting the generality of the foregoing: (a) The duties and obligations , for the purposes of creating a solidarité active in accordance with article 1541 of the Collateral Civil Code of Québec between each Secured Party that is owed any Canadian Liabilities, taken individually, on the one hand, and the Canadian Agent, on the other hand, each of the Canadian Borrower and each such Secured Party acknowledge and agree with the Canadian Agent shall be determined solely that such Secured Party and the Canadian Agent are hereby conferred the legal status of solidary creditors of the Canadian Borrower in respect of all Obligations and Canadian Liabilities, present and future, owed by the express provisions Canadian Borrower to each such Secured Party and the Canadian Agent (collectively, for the purposes of this Indenture paragraph, the “solidary claim”). Accordingly, but subject (for the avoidance of doubt) to article 1542 of the Civil Code of Québec, the Canadian Borrower is irrevocably bound towards the Canadian Agent and each such Secured Party in respect of the entire solidary claim of the Canadian Agent and such Secured Party. As a result of the foregoing, the Canadian Borrower confirms and agrees that subject to subparagraph (b) above, the rights of the Canadian Agent and each of its Secured Parties who are owed Canadian Liabilities from time to time a party to this Agreement by way of assignment or otherwise are solidary and as regards the Obligations and the Canadian Liabilities owing from time to time to each such Secured Party, each of the Canadian Agent and such Secured Party is entitled, when permitted pursuant to Section 7.02 to: (i) demand payment of all outstanding amounts from time to time in respect of the Canadian Liabilities; (ii) exact the whole performance of such Canadian Liabilities from the Canadian Borrower; (iii) benefit from the Canadian Agent’s Liens and the Collateral Agent shall not in respect of such Canadian Liabilities; (iv) give a full acquittance of such Canadian Liabilities (each Secured Party that is owed Canadian Liabilities hereby agreeing to be liable to any party hereto or to any Security Document to which it is a party bound by reason of any failure on the part of any other party hereto or any maker, guarantor, endorser or other signatory of any document or any other Person to perform such Person’s obligations under any such document. acquittance); and (bv) The Collateral Agent shall not be responsible in any manner for the validity, enforceability or sufficiency of this Indenture, the Security Documents or any Collateral delivered exercise all rights and recourses under the Security Documents, or for Loan Documents with respect to those Canadian Liabilities. The Canadian Liabilities of the value or collectability of any Notes, Pari Passu Indebtedness covered Canadian Borrower will be secured by the Security Documents or other instrument, if any, so delivered, or for any representations made or obligations assumed by any party other than Canadian Agent’s Liens and the Collateral Agent. The Collateral and the Canadian Agent shall not be bound to examine or inquire into or be liable for any defect or failure in and the right or title of the Grantors to all or any of the assets whether such defect or failure was known to the Collateral Agent or might Secured Parties who are owed Canadian Liabilities will have been discovered upon examination or inquiry and whether capable of remedy or nota solidary interest therein.

The Collateral Agent. By accepting a Note9.1. Barclays Bank PLC is executing this Security Agreement, each Holder not in its individual capacity but solely in its capacity as Collateral Agent under that certain Credit Agreement dated as of February 11, 2021. Barclays Bank PLC has been appointed Collateral Agent for the Secured Parties hereunder pursuant to Article IX of the Credit Agreement. It is deemed expressly understood and agreed by the parties to have irrevocably appointed this Security Agreement that any authority conferred upon the Collateral Agent hereunder is subject to act as its agent under the Security Documents and irrevocably authorized terms of the delegation of authority made by the Secured Parties to the Collateral Agent pursuant to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Security Documents or other documents to which it is a party, together with any other incidental rights, powers and discretionsCredit Agreement, and (ii) execute each document expressed to be executed by that the Collateral Agent on its behalf. The has agreed to act (and any successor Collateral Agent will have no duties or obligations except those expressly set forth shall act) as such hereunder only on the express conditions contained in the Security Documents to which it is party; provided that no provision of this Indenture shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconduct. Notwithstanding the generality Article IX of the foregoing: (a) The duties and obligations of Credit Agreement. In acting hereunder, the Collateral Agent shall be determined solely by entitled to all the express provisions rights, powers, protections, immunities, and indemnities under the Credit Agreement as if the same were set forth herein, mutatis mutandis and shall survive any termination of this Indenture Security Agreement. The permissive rights, benefits and powers granted to the Collateral Agent hereunder shall not be liable to any party hereto or to any Security Document to which it is a party by reason construed as duties. All discretionary acts hereunder (including the exercise of any failure on remedies) shall be taken by the part Collateral Agent pursuant to the terms of the Credit Agreement. The Collateral Agent shall be entitled to exercise its rights, powers and duties hereunder through agents, experts or designees and shall not be responsible for the acts of any other party hereto or any maker, guarantor, endorser or other signatory of any document or any other Person to perform such Person’s obligations under any such documentparties appointed with due care. (b) 9.2. The Collateral Agent shall not be responsible in any manner whatsoever for and makes no representation as to the validity, enforceability validity or sufficiency of this IndentureSecurity Agreement or for or in respect of the recitals contained herein, all of which recitals are made solely by the applicable Grantor. 9.3. The powers conferred on the Collateral Agent hereunder are solely to protect its security interest in the Collateral. Notwithstanding any provision contained in this Security Agreement, the Security Documents Collateral Agent shall have no duty to exercise any of the rights, privileges or powers afforded to it hereunder and shall not be responsible to any Grantor or any Collateral delivered under the Security Documents, other Person for any failure to do so or delay in doing so. Except for the value or collectability exercise of reasonable care in the custody of any NotesCollateral in its possession and the accounting for moneys actually received by it hereunder, Pari Passu Indebtedness covered by the Security Documents Collateral Agent shall have no duty or liability as to any Collateral or as to the taking of any necessary steps to exercise or preserve any rights against prior parties or any other instrumentrights, privileges or powers pertaining to any Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of Collateral in its possession if anysuch Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property. Neither the Collateral Agent nor any of its directors, so deliveredofficers, employees or agents shall be liable for failure to demand, collect or realize upon all or any part of the Collateral or for any representations made delay in doing so or obligations assumed by shall be under any party other than obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or otherwise. If any Grantor fails to perform any agreement contained herein, the Collateral AgentAgent may itself perform, or cause performance of, such agreement, and the expenses of the Collateral Agent incurred in connection therewith shall be payable by each Grantor under Section 10.04 of the Credit Agreement. 9.4. The Collateral Agent shall not be bound responsible for or make any representation as to examine the existence, genuineness, value or inquire into protection of any Collateral, for the legality, effectiveness or sufficiency of any Security Document, or for the creation, perfection, priority, sufficiency or protection of any Liens. The Collateral Agent shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting, monitoring or maintaining the perfection of any Lien or security interest in the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise maintaining the Collateral. It is expressly agreed, to the maximum extent permitted by applicable law, that the Collateral Agent shall have no responsibility for taking any action to protect against any diminution in value of the Collateral, but, in each case (A) subject to the requirement that the Collateral Agent may not act or omit to take any action if such act or omission would constitute gross negligence or willful misconduct and (B) the Collateral Agent may do so and all expenses reasonably incurred in connection therewith shall be part of the Secured Obligations. 9.5. Nothing in this Security Agreement constitutes the Collateral Agent as an agent, trustee or fiduciary of the Company or any Grantor or as trustee or fiduciary for the Secured Party under the Credit Agreement. The relationship between the Collateral Agent and the Secured Parties is that of principal and agent only. The Collateral Agent is not responsible or liable for the adequacy, accuracy or completeness of any defect information (whether oral or failure in written) supplied by the right or title of the Grantors to all Company, any Grantor or any of other Person in or in connection with the assets whether such defect Credit Agreement, this Security Agreement or failure was known any other Loan Document or the transactions contemplated herein or therein or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with the Credit Agreement, this Security Agreement or any other Loan Document. 9.6. The protections afforded to the Collateral Agent or might have been discovered upon examination or inquiry pursuant to this Article IX shall be in addition to, and whether capable of remedy or notnot in limitation of, any related provisions set forth in the Credit Agreement.

The Collateral Agent. By accepting a NoteWilmington Trust, each Holder National Association has been appointed Collateral Agent for the Secured Parties hereunder pursuant to Article XIV of the Indenture. It is deemed expressly understood and agreed by the parties to have irrevocably appointed this Agreement that any authority conferred upon the Collateral Agent hereunder is subject to act as its agent under the Security Documents and irrevocably authorized terms of the delegation of authority made by the Secured Parties to the Collateral Agent pursuant to the Indenture, and that the Collateral Agent has agreed to act (iand any successor Collateral Agent shall act) perform as such hereunder only on the duties express conditions contained in such Articles X and exercise Article XIV. Any successor Collateral Agent appointed pursuant to Articles X and XIV of the Indenture shall be entitled to all the rights, powers interests and discretions that are specifically given to it under the Security Documents or other documents to which it is a party, together with any other incidental rights, powers and discretions, and (ii) execute each document expressed to be executed by benefits of the Collateral Agent on hereunder. It is expressly understood and agreed that Wilmington Trust, National Association is entering this Agreement solely in its behalf. The capacity as Collateral Agent will have no duties for the Secured Parties under the Indenture and not in its individual or obligations except those expressly set forth in the Security Documents to which it is party; provided that no provision of this Indenture shall be construed to relieve the Collateral Agent from liability for its own negligent actioncorporate capacity. In acting hereunder, its own negligent failure to act or its own willful misconduct. Notwithstanding the generality of the foregoing: (a) The duties and obligations of the Collateral Agent shall be determined solely by entitled to all of the express provisions rights, privileges, immunities, indemnities and benefits granted to the Collateral Agent under the Indenture, including without limitation those set forth in Articles X and XIV of this Indenture the Indenture, as if such rights, privileges, immunities, indemnities and benefits were expressly set forth herein. Whether or not expressly stated therein, in executing, delivering and performing its obligations under any Security Document, the Collateral Agent shall not be liable entitled to any party hereto or the rights, privileges, immunities, indemnities and benefits granted to any Security Document to which it is a party by reason of any failure on the part of any other party hereto or any maker, guarantor, endorser or other signatory of any document or any other Person to perform such Person’s obligations under any such document. (b) The Collateral Agent shall not be responsible in any manner for the validity, enforceability or sufficiency of this Indenture, the Security Documents or any Collateral delivered under the Security Documents, or for the value or collectability of any Notes, Pari Passu Indebtedness covered by the Security Documents or other instrument, if any, so delivered, or for any representations made or obligations assumed by any party other than the Collateral Agent. The Collateral Agent shall not be bound to examine or inquire into or be liable for any defect or failure in the right or title of the Grantors to all or any of the assets whether such defect or failure was known to the Collateral Agent or might have been discovered upon examination or inquiry Indenture and whether capable of remedy or notthis Agreement.

The Collateral Agent. By accepting a NoteWilmington Trust, each Holder National Association has been appointed Collateral Agent for the Secured Parties hereunder pursuant to, in the case of the Holders, Section 13.08 of the Indenture, and, in the case of the holders of the Other Second Priority Obligations, if any, the corresponding provision of such Other Second Priority Document, if any, and the applicable Accession Agreement. It is deemed expressly understood and agreed by the parties to have irrevocably appointed this Agreement that any authority conferred upon the Collateral Agent hereunder is subject to act as its agent under the Security Documents and irrevocably authorized terms of the delegation of authority made by the Secured Parties to the Collateral Agent pursuant to the Indenture, such Other Second Priority Document, if any, or the Accession Agreement, as applicable, and that the Collateral Agent has agreed to act (iand any successor Collateral Agent shall act) perform as such hereunder only on the duties express conditions contained in the Indenture and exercise any Accession Agreement. Any successor Collateral Agent appointed in accordance with the terms of the Indenture Documents or the Other Second Priority Documents, as applicable, shall be entitled to all the rights, powers interests and discretions that are specifically given to it under the Security Documents or other documents to which it is a party, together with any other incidental rights, powers and discretions, and (ii) execute each document expressed to be executed by benefits of the Collateral Agent on hereunder. It is expressly understood and agreed that Wilmington Trust, National Association is entering this Agreement solely in its behalf. The capacity as Collateral Agent will have no duties for the Secured Parties under the Indenture Documents and the Other Second Priority Documents, if any, and not in its individual or obligations except those expressly set forth in the Security Documents to which it is party; provided that no provision of this Indenture shall be construed to relieve the Collateral Agent from liability for its own negligent actioncorporate capacity. In acting hereunder, its own negligent failure to act or its own willful misconduct. Notwithstanding the generality of the foregoing: (a) The duties and obligations of the Collateral Agent shall be determined solely by entitled to all of the express rights, privileges, immunities, indemnities and benefits granted to the Collateral Agent under the Indenture Documents, including, without limitation, those set forth in Article 13 of the Indenture, and the corresponding provisions of this the Other Second Priority Documents, if any, as if such rights, privileges, immunities, indemnities and benefits were expressly set forth herein. Whether or not expressly stated therein, in executing, delivering and performing its obligations under any Indenture and Document or Other Second Priority Document, if any, the Collateral Agent shall not be liable entitled to any party hereto or the rights, privileges, immunities, indemnities and benefits granted to any Security Document to which it is a party by reason of any failure on the part of any other party hereto or any maker, guarantor, endorser or other signatory of any document or any other Person to perform such Person’s obligations under any such document. (b) The Collateral Agent shall not be responsible in any manner for the validity, enforceability or sufficiency of this IndentureAgreement, the Security Indenture Documents or any Collateral delivered under and the Security Other Second Priority Documents, or for the value or collectability of any Notes, Pari Passu Indebtedness covered by the Security Documents or other instrument, if any, so delivered, or for any representations made or obligations assumed by any party other than the Collateral Agent. The Collateral Agent shall not be bound to examine or inquire into or be liable for any defect or failure in the right or title of the Grantors to all or any of the assets whether such defect or failure was known to the Collateral Agent or might have been discovered upon examination or inquiry and whether capable of remedy or not.

The Collateral Agent. (a) By accepting a Noteexecution and delivery hereof, each Holder is deemed to have irrevocably appointed Benefitted Party hereby appoints State Street Bank and Trust Company of California, N.A. as Collateral Agent and its representative hereunder and under the Security Documents and authorizes the Collateral Agent to act as its agent under the Security Documents such hereunder and irrevocably authorized the Collateral Agent to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Security Documents or other documents to which it is a party, together with any other incidental rights, powers and discretions, and (ii) execute thereunder on behalf of each document expressed to be executed by the Collateral Agent on its behalfsuch Benefitted Party. The Collateral Agent will agrees to act as such upon the express conditions contained in this Agreement. In performing its functions and duties under this Agreement and the Security Documents, the Collateral Agent shall act solely as agent of the Benefitted Parties to the extent, but only to the extent, provided in this Agreement and does not assume, and shall not be deemed to have no duties assumed, any obligation towards or obligations except those expressly relationship of agency, fiduciary or trust with or for any other Person, other than as set forth in the Security Documents to which it is party; provided that no provision of this Indenture shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconduct. Notwithstanding the generality of the foregoing: (a) The duties and obligations of the Collateral Agent shall be determined solely by the express provisions of this Indenture and the Collateral Agent shall not be liable to any party hereto or to any Security Document to which it is a party by reason of any failure on the part of any other party hereto or any maker, guarantor, endorser or other signatory of any document or any other Person to perform such Person’s obligations under any such documentDocuments. (b) The Collateral Agent shall take any action with respect to the Collateral and/or the Security Documents only as directed in accordance with Section 5(a) hereof; provided that the Collateral Agent shall not be responsible obligated to follow any directions given in accordance with Section 5(a) hereof to the extent that the Collateral Agent has received advice from its counsel to the effect that such directions are in conflict with any manner for the validityprovisions of law, enforceability or sufficiency of this IndentureAgreement, the Security Documents or any order of any court or administrative agency; provided further that the Collateral delivered Agent shall not, under any circumstances, be liable to any Benefitted Party or any other person for following the written directions received in accordance with Section 5(a) hereof. Any directions given pursuant to Section 5(a) hereof may be withdrawn or modified by the party or parties who originally gave such directions by delivering written notice of withdrawal or modification to the Collateral Agent prior to the time when the Collateral Agent takes any action pursuant to such directions. (c) Each Benefitted Party authorizes the Collateral Agent to take such action on such Benefitted Party’s behalf and to exercise such powers hereunder as are specifically delegated to the Collateral Agent by the terms hereof and of the Security Documents, together with such powers as are reasonably incidental thereto. The Collateral Agent shall have only those duties and responsibilities that are expressly specified in this Agreement and the Security Documents, and it may perform such duties by or through its agents or employees. Nothing in this Agreement or the Security Documents, express or implied, is intended to or shall be construed as imposing upon the Collateral Agent any obligations in respect of this Agreement or such Security Documents except as expressly set forth herein. (d) The Collateral Agent shall not be responsible to any Benefitted Party for the execution, effectiveness, genuineness, validity, perfection, enforceability, collectibility, value or collectability sufficiency of any Notes, Pari Passu Indebtedness covered by the Collateral or the Security Documents or for any representations, warranties, recitals or statements made in any document executed in connection with the Obligations or made in any written or oral statement or in any financial or other instrumentstatements, if anyinstruments, so deliveredreports, certificates or any other documents in connection herewith or therewith furnished or made by or on behalf of the Company and its subsidiaries to any Benefitted Party or be required to ascertain or inquire as to the performance or observance by the Company or any of its subsidiaries or any other pledgor or guarantor of any of the terms, conditions, provisions, covenants or agreements contained in any document executed in connection with the Obligations or of the existence or possible existence of any Triggering Event. (e) The Collateral Agent shall not be liable to any Benefitted Party for any action taken or omitted hereunder or under the Security Documents or in connection herewith or therewith except to the extent caused by the Collateral Agent’s gross negligence or willful misconduct. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any written statement, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons and, except as otherwise specifically provided in this Agreement, shall be entitled to rely upon the written direction of the Required Creditors (as defined in Section 5(a)) certifying that the persons signing such direction constitute the “Required Creditors,” and shall be entitled to rely and shall be fully protected in relying on opinions and judgments of counsel, accountants, experts and other professional advisors selected by it in good faith and with due care. The Collateral Agent shall be entitled to refrain from exercising any power, discretion or authority vested in it under this Agreement or the Security Documents unless and until it has obtained the directions in accordance with Section 5(a) hereof with respect to the matters covered thereby. The Collateral Agent shall be entitled to request from each Benefitted Party a certificate setting out the amount of the respective Obligations held by it (including, without limitation, amounts representing principal, Contingent L/C Obligations or interest of such Obligations for purposes of calculating distributions pursuant to Section 2(c)). (f) Each Benefitted Party agrees not to take any action whatsoever to enforce any term or provision of the Security Documents or to enforce any of its rights in respect of the Collateral, in each case except through the Collateral Agent acting in accordance with this Agreement. (g) The Company and each of its subsidiaries which is party to this Agreement, by its execution of the signature page of this Agreement, agrees to pay and save the Collateral Agent harmless from liability for payment of all costs and expenses of the Collateral Agent in connection with this Agreement and the Security Documents, other than liabilities, costs and expenses resulting from the Collateral Agent’s gross negligence or willful misconduct. Each Benefitted Party severally agrees to indemnify the Collateral Agent, pro rata (to the extent set forth in the penultimate sentence of this Section 4(g)), to the extent the Collateral Agent shall not have been reimbursed by or on behalf of the Company or from proceeds of the Collateral or otherwise, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, reasonable expenses (including, without limitation, reasonable counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Collateral Agent in performing its duties hereunder or under the Security Documents in its capacity as the Collateral Agent in any way relating to or arising out of this Agreement, the Security Documents and/or the Collateral; provided that no Benefitted Party shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Collateral Agent’s gross negligence, willful misconduct or breach of the express terms of this Agreement. For purposes of this Section 4(g), any pro rata calculation shall be on the basis of the outstanding principal amount of the Obligations (determined by assuming that all Obligations are denominated in U.S. Dollars based upon the Applicable Exchange Rate) held by or for each Benefitted Party at the time of the act, omission or transaction giving rise to the reimbursement or indemnity required by this Section 4(g). The provisions of this Section 4(g) shall survive the payment in full of all the Obligations and the termination of this Agreement and all other documents executed in connection with the Obligations. (h) The Collateral Agent may resign at any representations made time by giving sixty (60) days’ prior written notice thereof to the Benefitted Parties and the Company, subject to the acceptance of its appointment by a successor Collateral Agent simultaneously with or obligations assumed by prior to any party other than resignation of the Collateral Agent. Upon any such notice of resignation, the Required Creditors (as defined in Section 5(a) below) shall have the right to appoint a successor Collateral Agent. The Collateral Agent may be removed at any time with or without cause, by an instrument in writing delivered to the Collateral Agent, the Company and the other Benefitted Parties by the Required Creditors (as defined in Section 5(a) below). Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent, and the retiring or removed Collateral Agent shall be discharged from its duties and obligations under this Agreement and the Security Documents; provided, however, that the retiring or removed Collateral Agent will continue to remain liable for all acts of, or the omission to act by, such retiring or removed Collateral Agent which occurred prior to such retirement or removal. If no successor Collateral Agent shall have been so appointed and shall have accepted such appointment within forty-five (45) days after the retiring Collateral Agent’s giving of notice of resignation, then, upon five days’ prior written notice to the Company and the Benefitted Parties, the retiring Collateral Agent may, on behalf of the Benefitted Parties, appoint a successor Collateral Agent, which shall be a bank or trust company organized under the laws of the United States or any state thereof (or under the laws of a foreign country and having a branch or agency located in the United States) having a combined capital and surplus of at least $500,000,000, and the short term unsecured debt obligations of which are rated at least P-1 by ▇▇▇▇▇’▇ Investors Service or A-1 by Standard & Poor’s, or any affiliate of such bank. After any retiring or removed Collateral Agent’s resignation or removal hereunder as Collateral Agent, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Agreement and the Security Documents. (i) Except as expressly set forth herein, the Collateral Agent and each of its affiliates may accept deposits from, lend money to and generally engage in any kind of banking, trust, financial advisory or other business with the Company or any affiliate thereof, and may accept fees and other consideration from the Company or any affiliate thereof for services in connection with this Agreement and otherwise without having to account for the same to any Benefitted Party. (j) The Collateral Agent shall not be bound to examine or inquire into or be liable for or by reason of (i) any failure or defect or failure in the right registration, filing or title recording of the Grantors to all or any of the assets whether Security Documents, or any notice, caveat or financing statement with respect to the foregoing, or (ii) any failure to do any act necessary to constitute, perfect and maintain the priority of the security interest created by the Security Documents. (k) Notwithstanding anything to the contrary contained in this Agreement or any document executed in connection with any of the Obligations, the Collateral Agent, unless it shall have actual knowledge thereof, shall not be deemed to have any knowledge of any Triggering Event unless and until it shall have received written notice from the Company or any Benefitted Party describing such defect or failure was known Triggering Event in reasonable detail (including, to the extent known, the date of occurrence of the same). (l) Upon receipt by the Collateral Agent or might have been discovered upon examination or inquiry and whether capable of remedy or notany direction by the Required Creditors, all of the Benefitted Parties will be bound by such direction.